Item 2.02 Results of Operations and Financial Condition.

On April 27, 2023, Erie Indemnity Company (the "Company") issued a press release announcing financial results for the quarter ended March 31, 2023. Copies of the press release and financial information are attached hereto and are incorporated herein by reference as Exhibit 99.1 and Exhibit 99.2, respectively.

On April 28, 2023 at 10:00 a.m. the Company will provide a pre-recorded Webcast that is complementary to the press release announcing financial results for the quarter ended March 31, 2023.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Company held its 98th Annual Meeting of Shareholders (the "Annual Meeting") on April 25, 2023. On the record date for the Annual Meeting, the Company had 2,542 shares of Class B common stock outstanding, which had the exclusive right to vote on all matters presented for consideration at the meeting.



(b) At the Annual Meeting, shareholders of the Company re-elected all 11
incumbent directors to serve on the Company's Board of Directors for a one-year
term. The names of the elected directors and voting results appear below. None
of the shareholders who voted for the election of Directors withheld authority
or abstained.

                             For
J. Ralph Borneman, Jr.      2,539
Eugene C. Connell           2,539
Salvatore Correnti          2,539
LuAnn Datesh                2,539
Jonathan Hirt Hagen         2,539
Thomas B. Hagen             2,539
C. Scott Hartz              2,539
Brian A. Hudson, Sr.        2,539
George R. Lucore            2,539
Thomas W. Palmer            2,539
Elizabeth Hirt Vorsheck     2,539

In accordance with the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, shareholders were asked to (i) approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's 2023 Information Statement, and (ii) select "every year," "every two years," "every three years" or "abstain" as the preferred frequency of future advisory votes on executive compensation. The compensation of the named executive officers was unanimously approved by the 2,539 votes cast, and a majority (2,509) of the voted shares selected "every three years" as the preferred frequency of future advisory votes on executive compensation, with 20 votes selecting "every year," 10 votes selecting "every two years" and no abstentions.

Shareholders were also asked to approve the adoption of the Company's Deferred Stock Plan for Outside Directors, as Amended and Restated (the "Plan"). The adoption of the Plan was approved by a majority (2,529) of the votes cast, with 10 abstentions.

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Item 8.01 Other Events.

At its meeting on April 25, 2023, the Company's Board of Directors approved the following quarterly dividend on shares of Erie Indemnity Company Class A common stock:



Dividend Number: 372
Class A Rate Per Share: $1.19
Declaration Date: April 25, 2023
Ex-Dividend Date: July 5, 2023
Record Date: July 6, 2023
Payable Date: July 20, 2023

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