Item 5.07 Submission of Matters to a Vote of Security Holders


On May 5, 2021, Protective Insurance Corporation (the "Company") held a special
meeting of its shareholders (the "Special Meeting"). A brief description of the
matters voted upon at the Special Meeting and the results of the voting on such
matters is set forth below. At the Special Meeting, there were present, in
person or by proxy, 1,909,601 shares of the Company's class A common stock
representing at least a majority of the 2,603,350 shares of the Company's class
A common stock outstanding and eligible to vote. This constituted a quorum for
all matters to be presented at the Special Meeting.
Proposal 1: A proposal to approve the agreement and plan of merger, dated as of
February 14, 2021, by and among the Company, an Indiana corporation, The
Progressive Corporation, an Ohio corporation ("Progressive) and Carnation Merger
Sub Inc., an Indiana corporation and an indirect, wholly owned subsidiary of
Progressive (referred to as the "merger proposal"), passed and was voted upon by
shares of the Company's class A common stock as follows:
For      1,859,286
Against   50,115
Abstain    200



Proposal 2: A proposal to approve, on a non-binding, advisory basis, certain
compensation that may be paid or become payable to the Company's named executive
officers that is based on or otherwise relates to the merger passed and was
voted upon by shares of the Company's class A common stock as follows:
For     1,704,419
Against  204,982
Abstain    200

Proposal 3: In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to approve adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient shares of class A common stock represented to constitute a quorum at the time of the Special Meeting to approve the merger proposal (referred to as the "Company adjournment proposal"). The Company adjournment proposal was rendered moot in light of adoption of the merger proposal.

Item 8.01. Other Events

On May 6, 2021, the Company issued a press release announcing the results of the shareholder vote at the Special Meeting. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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