Proxy Blog

The Progressive Corporation

April 17, 2019

The annual proxy for this insurance company had the following proposals: 

  • Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote 

Magni voted for and against proforma proposals. 

  • For directors – The board has a majority of independent directors and some have CEO/CFO experience with other companies. The compensation of directors is disclosed with a meaningful portion in equity where the equity has restrictions to align director incentives with long-term value creation. The compensation levels are set using a benchmarking process. 
  • For auditors – There appear to be no controversies with the financial statements of the company. 
  • Against say-on-pay” – The proxy materials did not address shareholder engagement. The company comments on the “say-on-pay” proposal were minimalThe peer group was listed, but the method for determining the peer group was vague.