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Progressive Shareholders Elect Directors, Okay Amendments At Annual Meet

Insurer Progressive Corp. (PGR) held its annual meeting of shareholders on Friday in which it elected directors and approved amendments to its Code of Regulations.

In the meeting, shareholders elected Roger Farah, Stephen Hardis and Bradley Sheares as directors for a three-year term, and Heidi Miller for a two-year term.

They also approved amendments to the company's Code of Regulations in order to:

- eliminate the supermajority voting requirement for shareholders to amend specified sections of the code

- declassify the Board and provide for the annual election of directors, fixing the number of directors at 11

- revise the procedures for fixing the number of director positions within the limits set forth in the code

- allow the Board to amend the code as and to the extent permitted by Ohio law,

- provide that the annual shareholders meeting will be held at such time and on a date, no later than June 30, as may be fixed by the Board.

Further in the meet, shareholders approved the executive compensation program of the company in an advisory vote and re-approved performance criteria set forth in the 2007 Executive Bonus Plan.

They also approved an amendment to the company's 2010 Equity Incentive Plan to add investment performance as a new performance goal and approved an amendment to Progressive's 2003 Directors Equity Incentive Plan to extend the term of the plan, to eliminate the buyout provisions relating to stock option awards.

The shareholders also ratified the appointment of PricewaterhouseCoopers LLP as Progressive's independent registered public accounting firm for 2012.

by RTTNews Staff Writer

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