PROGRESSIVE CORP/OH/ : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) Effective May 7, 2021, The Progressive Corporation's Board of Directors
approved an amendment to its Code of Regulations reducing the size of the Board
from 13 to 12 members. The amended language is set forth in Exhibit 3 hereto.

Item 5.07 Submission of Matters to a Vote of Security Holders. (a) At the Annual Meeting of Shareholders held on May 7, 2021, 497,977,658 common shares were represented in person or by proxy.

(b) At the Annual Meeting, shareholders took the following actions:

•Proposal One - Shareholders elected each of the twelve directors named below.
The votes cast with respect to each director were as follows:
Director                              Term Expires           For                   Against                Abstain                        Broker Non-Votes
Philip Bleser                                 2022    459,157,654              3,508,511              345,605                 34,965,888
Stuart B. Burgdoerfer                         2022    449,421,493             13,221,919              368,358                 34,965,888
Pamela J. Craig                               2022    461,734,934                989,938              286,898                 34,965,888
Charles A. Davis                              2022    452,172,926             10,470,345              368,499                 34,965,888
Roger N. Farah                                2022    441,046,607             21,678,950              286,213                 34,965,888
Lawton W. Fitt                                2022    415,021,210             47,616,361              374,199                 34,965,888
Susan Patricia Griffith                       2022    459,826,603              2,954,701              230,466                 34,965,888
Devin C. Johnson                              2022    462,037,884                687,016              286,870                 34,965,888
Jeffrey D. Kelly                              2022    460,143,541              2,494,507              373,722                 34,965,888
Barbara R. Snyder                             2022    461,117,730              1,592,294              301,746                 34,965,888
Jan E. Tighe                                  2022    462,114,670                640,265              256,835                 34,965,888
Kahina Van Dyke                               2022    462,072,033                654,110              285,627                 34,965,888



•Proposal Two - Cast an advisory vote approving our executive compensation
program. This proposal received 439,348,582 affirmative votes and 22,960,776
negative votes. There were 702,412 abstentions and 34,965,888 broker non-votes
with respect to this proposal.

•Proposal Three - Ratified the appointment of PricewaterhouseCoopers LLP as The Progressive Corporation's independent registered public accounting firm for 2021. This proposal received 458,707,664 affirmative votes and 38,934,075 negative votes. There were 335,919 abstentions and no broker non-votes with respect to this proposal.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See exhibit index on page 4.
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