Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (amendment no. )`
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a -12 |
The Progressive Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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value of transaction computed pursuant to Exchange Act Rule 0-11
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forth the amount on which the filing fee is calculated and state how it was determined): |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which
the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Date Filed: |
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6300 Wilson Mills Road
Mayfield Village, Ohio 44143
440-461-5000
progressive.com
April 4, 2008
Dear Shareholder:
By now you should have received a proxy statement, annual report and proxy card for The Progressive
Corporations Annual Meeting of Shareholders to be held on April 18, 2008. According to our
records, your shares have not yet been voted.
At this important meeting, shareholders will be asked to elect four directors, ratify our selection
of an independent auditor, and vote on proposals to change our articles of incorporation and code
of regulations (bylaws) to:
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Adopt a majority voting standard in uncontested director elections (Item 2 in the proxy
statement), |
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Make related changes to the definition of a directors term of office to address what
happens if an incumbent director is not re-elected (Item 3), and |
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Increase the size of our board of directors from 12 to 13 members (Item 4). |
Our board unanimously recommends that shareholders vote to elect the four director candidates and
vote FOR each of the other proposals.
Your vote is very important. Items 3 and 4 in the proxy statement require the approval of 75% of
our outstanding shares to pass. In addition, on Item 4, if you do not provide specific voting
instructions, your broker is not permitted to vote on your behalf and your shares will not be
counted . To date, we have not received enough votes to meet the 75% approval requirements, and we
therefore are soliciting your vote again.
We urge you to vote your shares today! The fastest way to vote your shares is by telephone or over
the Internet, using the instructions on the enclosed proxy card.
Details concerning these matters are included in our proxy statement, which also can be accessed at
www.progressiveproxy.com.
If you have questions or need assistance, please contact Morrow & Co., LLC, our proxy solicitor, at
1-800-607-0088.
We appreciate your continued investment in The Progressive Corporation. Thank you for taking time
to vote your shares.
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/s/ Charles E. Jarrett
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Charles E. Jarrett |
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Secretary |
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