Initiates Search Process to Identify and Add Up to Two New
Independent Directors with Executive-Level Enterprise Infrastructure
Software Industry Experience
BEDFORD, Mass.--(BUSINESS WIRE)--
The Board of Directors of Progress Software (NASDAQ: PRGS) today
announced that it is initiating a search process to identify and add up
to two new independent directors. The Board has retained an executive
search firm to assist the Board in the process. This process will be
overseen by the Board's Nominating & Corporate Governance Committee.
In light of the Company's continued focus on providing the most complete
platform for building modern mission-critical business applications, the
Board's criteria for the new director candidates will emphasize diverse
individuals with executive experience at public companies in the
enterprise infrastructure software industry. The search is in keeping
with the Board's longstanding focus on ensuring that it has the right
skills and perspectives to enable the Company to execute on its business
strategy, strengthen its competitive positioning, and deliver value to
all shareholders. To that end, Progress has significantly refreshed its
Board over the last year by adding three new directors, with two new
independent directors having joined in June 2017. Our current Board has
seven members, comprised of six independent directors and our Chief
Executive Officer.
The Board's Nominating & Corporate Governance Committee will consider as
director candidates qualified individuals suggested by shareholders,
including those director candidates previously suggested by Praesidium
Investment Management. To make a recommendation at this time,
shareholders (including Praesidium) should contact the Company's
Corporate Secretary by submitting an email communication to BOD@progress.com
with the information required for recommendations as outlined in the
Company's proxy statement previously filed with the Securities and
Exchange Commission in connection with its 2017 Annual Meeting (https://www.sec.gov/Archives/edgar/data/876167/000087616717000024/a2017proxystatement1.htm).
All recommendations will be forwarded to the Nominating & Corporate
Governance Committee.
Progress Chairman John R. Egan stated: "Progress is committed to having
a Board of Directors that has the right skills, diversity and experience
and provides strong, independent oversight of the Company. As Progress
continues to make solid advances in executing on its business strategy,
we are taking steps to broaden the skillsets and perspectives on the
Board of Directors to better enable the Company to achieve its strategic
objectives. Progress has incredibly strong relationships with its
independent software vendor partners and customers, who are critical to
our business, and the addition of new Directors that have been
successful in serving the needs of similar audiences is a priority."
Mr. Egan added, "On behalf of the Board, we are pleased with our new
leadership team's execution and the financial performance of the
Company. We continually consider ways to further enable the Company to
deliver value to shareholders, and thus are looking forward to expanding
our Board with talented new members."
Note Regarding Forward-Looking Statements
This press release contains statements that are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Progress has identified some of these forward-looking
statements with words like "believe," "may," "could," "would," "might,"
"should," "expect," "intend," "plan," "target," "anticipate" and
"continue," the negative of these words, other terms of similar meaning
or the use of future dates.
Forward-looking statements in this press release include, but are not
limited to, statements regarding Progress' business outlook and
financial guidance. There are a number of factors that could cause
actual results or future events to differ materially from those
anticipated by the forward-looking statements, including, without
limitation:
(1) Economic, geopolitical and market conditions, including the
uncertain economic environment in Europe as a result of the Brexit vote,
and the continued difficult economic environment in Brazil and other
parts of the world, can adversely affect our business, results of
operations and financial condition, including our revenue growth and
profitability, which in turn could adversely affect our stock price.
(2) We may fail to achieve our financial forecasts due to such factors
as delays or size reductions in transactions, fewer large transactions
in a particular quarter, fluctuations in currency exchange rates, or a
decline in our renewal rates for contracts. (3) Our ability to
successfully manage transitions to new business models and markets,
including an increased emphasis on a cloud and subscription strategy,
may not be successful. (4) If we are unable to develop new or
sufficiently differentiated products and services, or to enhance and
improve our existing products and services in a timely manner to meet
market demand, partners and customers may not purchase new software
licenses or subscriptions or purchase or renew support contracts. (5) We
depend upon our extensive partner channel and we may not be successful
in retaining or expanding our relationships with channel partners.
(6) Our international sales and operations subject us to additional
risks that can adversely affect our operating results, including risks
relating to foreign currency gains and losses. (7) If the security
measures for our software, services or other offerings are compromised
or subject to a successful cyber-attack, or if such offerings contain
significant coding or configuration errors, we may experience
reputational harm, legal claims and financial exposure. (8) We have made
acquisitions, and may make acquisitions in the future, and those
acquisitions may not be successful, may involve unanticipated costs or
other integration issues or may disrupt our existing operations. For
further information regarding risks and uncertainties associated with
Progress' business, please refer to Progress' filings with the
Securities and Exchange Commission, including its Annual Report on Form
10-K for the fiscal year ended November 30, 2016. Progress undertakes no
obligation to update any forward-looking statements, which speak only as
of the date of this press release.
About Progress
Progress (NASDAQ:PRGS) offers the leading
platform for developing and deploying mission-critical business
applications. Progress empowers enterprises and ISVs to build and
deliver cognitive-first applications that harness big data to derive
business insights and competitive advantage. Progress offers leading
technologies for easily building powerful user interfaces across any
type of device, a reliable, scalable and secure backend platform to
deploy modern applications, leading data connectivity to all sources,
and award-winning predictive analytics that brings the power of machine
learning to any organization. Over 1,700 independent software vendors,
100,000 enterprise customers, and two million developers rely on
Progress to power their applications. Learn about Progress at www.progress.com
or +1-800-477-6473.
Progress and Progress Software are trademarks or registered trademarks
of Progress Software Corporation and/or its subsidiaries or affiliates
in the U.S. and other countries. Any other names contained herein may be
trademarks of their respective owners.
View source version on businesswire.com: http://www.businesswire.com/news/home/20171024005607/en/
Progress Software
Investor Contact:
Brian Flanagan, +1
781-280-4817
flanagan@progress.com
or
Press
Contact:
Erica Burns, +1 888-365-2779 (x3135)
erica.burns@progress.com
Source: Progress Software
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