(1)

Represents fees billed for each of the last two fiscal years for professional services rendered for the audit of our annual financial statements included in Form 10-K and reviews of financial statements included in our interim filings on Form 10-Q, as well as statutory audit fees related to our wholly-owned foreign subsidiaries. In accordance with the policy on Audit Committee pre-approval, 100% of audit services provided by the independent registered public accounting firm are pre-approved.

(2)

Represents, for 2021, fees billed for audit services in connection with the acquisition of Kemp, and for 2020, fees billed for audit services in connection with the acquisition of Chef Software Inc. (“Chef”) and fees billed for audit services in connection with the implementation of Accounting Standards Update No. 2016-02, Leases (Topic 842)(“ASC 842”).

(3)

Includes fees primarily for tax services. In accordance with the policy on Audit Committee pre-approval, 100% of tax services provided by the independent registered public accounting firm are pre-approved.

1.

To elect nine directors nominated by our Board of Directors;

2.

To hold an advisory vote on the fiscal 2021 compensation of our named executive officers;

3.

To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for our current fiscal year; and

4.

To transact any other business as may properly come before the Annual Meeting and any adjournment or postponement of the meeting.

A:

The Board of Directors of Progress is soliciting your vote at the 2022 Annual Meeting of Stockholders.

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You will be voting on the following items of business:

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To elect nine directors to serve until the Annual Meeting of Stockholders to be held in 2023;

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To hold an advisory vote on the fiscal 2021 compensation of our named executive officers (say-on-pay vote);

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To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for our current fiscal year; and

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To transact any other business as may properly come before the Annual Meeting and any adjournment or postponement of that meeting.

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Due to the continued public health concerns about in-person gatherings related to the COVID-19 pandemic, this year’s Annual Meeting will be conducted as a virtual meeting of stockholders. We will host the Annual Meeting live online via webcast. All stockholders as of the close of business on March 16, 2022, the record date, or their duly appointed proxies, may attend the meeting.

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Due to the continued public health concerns about in-person gatherings related to the COVID-19 pandemic, the Board of Directors has determined that this year we will hold a virtual Annual Meeting conducted via live webcast in order to

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Only stockholders of record at the close of business on March 16, 2022, the record date for the meeting, are entitled to receive notice of and to participate in the Annual Meeting. If you were a stockholder of record on that date, you will be entitled to vote all shares that you held on that date during the meeting, or any postponements or adjournments of the meeting. There were 43,766,260 shares of our common stock outstanding on the record date.

A:

Each share of our common stock outstanding on the record date will be entitled to one vote on each matter considered during the meeting.

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If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and these proxy materials are being sent directly to you by us. As the stockholder of record, you have the right to grant your voting proxy directly to us by completing, signing, dating and returning a proxy card, or to vote online at the Annual Meeting.

A.

A list of our stockholders who are entitled to notice of the Annual Meeting will be available to stockholders during the meeting at www.virtualshareholdermeeting.com/PRGS2022.

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Before the Annual Meeting, you can submit questions at www.virtualshareholdermeeting.com/PRGS2022. During the Annual Meeting, you can view our agenda and rules of conduct and procedures and submit questions at www.virtualshareholdermeeting.com/PRGS2022. Stockholders must have their 16-digit control number to submit questions.

A:

A quorum is the minimum number of our shares of common stock that must be represented at a duly called meeting in person or by proxy to legally conduct business during the meeting. For the Annual Meeting, the presence, online or by proxy, of the holders of at least 21,883,131 shares, which is a simple majority of the 43,766,260 shares outstanding as of the record date, will be considered a quorum allowing votes to be taken and counted for the matters before the stockholders.

A:

Brokers cannot vote on their customers’ behalf on non-routine, or “non-discretionary” proposals such as Proposal One, the election of directors, and, Proposal Two, the advisory vote on the fiscal 2021 compensation of our named executive officers (say-on-pay vote). Proposal Three, the ratification of the appointment of our independent registered public accounting firm, is a routine or “discretionary” matter for which your broker does not need your voting instruction to vote your shares.

A:

If you are a stockholder of record, you have the option of submitting your proxy card by internet, phone, mail or attending the meeting online.

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elect the nine individuals nominated by our Board of Directors;

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approve the advisory vote on the fiscal 2021 compensation of our named executive officers (say-on-pay vote); and

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approve the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for our current fiscal year.

A:

The Board recommends that you vote your shares as follows:

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FOR Proposal One — elect the nine nominees to the Board of Directors.

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FOR Proposal Two — approve the advisory vote on the fiscal 2021 compensation of our named executive officers (say-on-pay vote).

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FOR Proposal Three— approve the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for our current fiscal year.

A:

You may revoke your vote at any time before the proxy is exercised by filing with our Secretary a written notice of revocation or by signing and duly delivering a proxy bearing a later date. You may also revoke or change your vote by attending the Annual Meeting online and voting electronically during the Annual Meeting as instructed above. Your attendance during the meeting will not by itself revoke your vote.

A:

The nine nominees receiving the highest number of affirmative votes will be elected (also known as a “plurality” of the votes cast). You may vote either FOR the nominee or WITHHOLD your vote from the nominee. Votes that are withheld will not be included in the vote tally for the election of the directors. Brokerage firms do not have authority to vote shares held by the firms in street name for the election of directors absent instructions from beneficial owners. As a result, any uninstructed shares will be treated as broker-non votes. Broker non-votes will have no effect on the results of this vote.

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The other proposals will be approved if these proposals receive the affirmative vote of a majority of the shares present or represented and entitled to vote on these proposals. Abstentions will have the same effect as a vote "against" each of Proposals Two and Three. Absent instructions from beneficial owners, brokerage firms do not have authority to vote shares held by the firms in street name on Proposal Two (Advisory Vote on Fiscal 2021 Compensation of our Named Executive Officers). As a result, any uninstructed shares on these Proposals will be treated as a broker non-vote. Those broker non-votes will have no effect on the results of the vote with respect to these Proposals.

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We will pay the cost of preparing, mailing and soliciting proxies, including preparation, assembly, printing and mailing of this proxy statement and any additional information furnished to stockholders. We may reimburse banks, brokerage houses, fiduciaries and custodians for their out-of-pocket expenses for forwarding solicitation materials to beneficial owners.

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In some cases, stockholders holding their shares in a brokerage or bank account who share the same surname and address and have not given contrary instructions received only one copy of the proxy materials. This practice is designed to reduce duplicate mailings and save printing and postage costs. If you would like to have a separate copy of our annual report and/or proxy statement mailed to you or to receive separate copies of future mailings, please contact Broadridge Financial Solutions, Inc. by mail at Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or by phone at (866) 540-7095. Such additional copies will be delivered promptly upon receipt of such request.

A:

Broadridge Financial Solutions, Inc. will tabulate the voting results. We will announce the voting results at the Annual Meeting, and we will publish the results by filing a Current Report on Form 8-K with the SEC within four business days of the Annual Meeting.

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director qualifications;

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director voting policy;

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executive sessions and leadership roles;

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conflicts of interest;

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Board committees;

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director access to officers and employees;

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director onboarding and continuing education;

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director and executive officer stock ownership;

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stockholder communications with the Board; and

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performance evaluation of the Board and its committees.

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8 of 9 nominees are independent – If the director nominees are elected at the Annual Meeting, the Board will continue to be composed of one employee director (Mr. Gupta, our CEO) and eight independent, non-employee directors (Messrs. Egan, Dacier, Kane and Krall, Dr. Gawlick and Mses. King, Tucci and Vitale).

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Regular executive sessions of independent directors – Our independent directors meet in executive session without the Chief Executive Officer at every regularly scheduled Board meeting to discuss, among other matters, the performance of the Chief Executive Officer.

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Committees are independent – Each of the Board’s committees is strictly comprised of independent directors.

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Independent compensation consultant – The compensation consultant retained by and reports directly to the Compensation Committee. The compensation consultant is independent of the Company and management.

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calling meetings of the Board and independent directors;

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setting the agenda for Board meetings in consultation with the CEO and our Secretary;

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chairing executive sessions of the independent directors;

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engaging with stockholders;

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acting as an advisor to Mr. Gupta on strategic aspects of the CEO role with regular consultations on major developments and decisions likely to interest the Board; and

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performing other duties specified in the Corporate Governance Guidelines or assigned by the Board.

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Each of our directors stands for election every year. We do not have a classified or staggered board.

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We have adopted a majority voting policy for directors, as described below under “Our Majority Voting Policy.”

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Holders of 40% of outstanding shares can call a special meeting (lowered from 80% in March 2019).

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We have no stockholders rights plan (sometimes referred to as a “poison pill”) in place.

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We hold say-on-pay votes annually.

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We have robust stock ownership requirements for our directors and officers.

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Hedging and pledging of stock by our directors and officers is prohibited.

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Community Engagement – We engage in the global community and encourage our employees to do so as well. In fiscal 2020, we donated generously to organizations that support children in need, education in science, technology, engineering and math (STEM), and to groups helping communities cope with COVID-19. In fiscal 2020, we also placed special emphasis on contributing to charities in support of eradicating racial and social injustice, domestic violence, and child endangerment. Our initiatives are global in nature and we have received recognition as a valuable partner for our efforts in the United States, Bulgaria and India. In fiscal 2021, we expanded the Progress Women in STEM scholarship series beyond the United States and Bulgaria with the addition of the Progress Software Akanksha Scholarship for Women in STEM in India.

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Inclusion and Diversity – Progress strives to be an inclusive, multicultural company serving a global community, where opportunities to succeed are available to everyone. We encourage a wide range of views and celebrate our diverse backgrounds. Our unique combination of perspectives inspires innovation, connects us to our customers and positively affects our communities. We seek employees with diverse backgrounds and viewpoints and are committed to creating a culture of innovation and inspiration where employees feel a strong sense of community and collective pride in our success.

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Employee Development – Another way we advance our commitment to Corporate Social Responsibility is in our commitment to our employees, who are key to our success. As noted above, we are investing in programs to ensure that we maintain a diverse and inclusive environment. Furthermore, we invest significant resources to develop our in-house talent and deepen our employees’ skill sets, both to strengthen our company and help further our employees' career goals. We focus our efforts on recognizing employees, empowering professional growth and development, and investing in health, emotional and financial wellness. We provide compensation, benefits, and resources to employees that reflect our commitment to being a great place to work. In early 2020 we were recognized for this commitment at our Sofia, Bulgaria office, which was the proud recipient of several Employer Branding Awards, including Employer of the Year.

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Environmental Sustainability – Progress works to implement sustainable practices that minimize harm and maximize benefit to the environment, to develop a comprehensive approach to environmental sustainability and to implement strategies and methods that improve the quality of human life.

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at least five years of business experience;

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no identified conflicts of interest as a prospective director of our company;

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no convictions in a criminal proceeding (aside from traffic violations) during the five years prior to the date of selection; and

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willingness to comply with our Code of Conduct and Business Ethics.

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direct experience in the software industry or in the markets in which we operate;

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an understanding of, and experience in, accounting, legal, finance, product, sales and/or marketing matters;

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experience on other public or private company boards;

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leadership experience with public companies or other major organizations;

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M&A experience; and

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diversity of the Board, considering the business and professional experience, educational background, reputation, and industry expertise across various market segments and technologies relevant to our business, as well as other relevant attributes of the candidates.

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the name and address of record of the stockholder;

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a representation that the stockholder is a record holder of our common stock, or if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

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the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the proposed director candidate;

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a description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications described above;

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a description of all arrangements or understandings between the stockholder and the proposed director candidate; and

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any other information regarding the proposed director candidate that is required to be included in a proxy statement filed under SEC rules.

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Audit Committee - $25,000 for the Chair and $20,000 for the other members;

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Compensation Committee - $25,000 for the Chair and $15,000 for the other members;

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Nominating and Corporate Governance Committee - $12,500 for the Chair and $10,000 for the other members; and

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Mergers and Acquisitions/Strategy Committee - $25,000 for the Chair and $15,000 for the other members.

(1)

The number of outstanding unvested DSUs held by each director as of November 30, 2021 is shown in the table below. No director held stock options.

(2)

Represents the fair value of the awards measured at the grant date. The number of units granted to each Director was determined by dividing the grant date value of the award, $225,000, by $46.61, the closing price of our common stock on June 28, 2021.

(1)

Represents fees billed for each of the last two fiscal years for professional services rendered for the audit of our annual financial statements included in Form 10-K and reviews of financial statements included in our interim filings on Form 10-Q, as well as statutory audit fees related to our wholly-owned foreign subsidiaries. In accordance with the policy on Audit Committee pre-approval, 100% of audit services provided by the independent registered public accounting firm are pre-approved.

(2)

Represents, for 2021, fees billed for audit services in connection with the acquisition of Kemp, and for 2020, fees billed for audit services in connection with the acquisition of Chef Software Inc. (“Chef”) and fees billed for audit services in connection with the implementation of Accounting Standards Update No. 2016-02, Leases (Topic 842)(“ASC 842”).

(3)

Includes fees primarily for tax services. In accordance with the policy on Audit Committee pre-approval, 100% of tax services provided by the independent registered public accounting firm are pre-approved.

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Request for approval of services at a meeting of the Audit Committee; or

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Request for approval of services by the Chairman of the Audit Committee and then the approval by the full committee at the next meeting of the Audit Committee.

*

Additional information about Mr. Gupta is provided in “Director Nominees” above.

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Yogesh Gupta, our President and Chief Executive Officer;

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Anthony Folger, our Executive Vice President, Chief Financial Officer;

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Stephen Faberman, our Executive Vice President, Chief Legal Officer;

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Loren Jarrett, our Executive Vice President and General Manager, Developer Tools Business; and

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Gary Quinn, our Executive Vice President, Field Organization—Enterprise Application Experience Business.

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Our financial and operating performance improved in the second half of fiscal 2020 as our customers and partners began to see increased demand for their products.

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Our continuing focus on customer and partner retention and our streamlined operating approach enabled us to achieve recurring revenue as a percentage of our total revenue of more than 80% while maintaining operating margins greater than 40%.

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In fiscal 2020, our employees successfully transitioned to working almost exclusively remotely, which gave us the confidence that our resilient employees could continue to work remotely, if necessary, while delivering the support our customers and partners require.

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Because our products power mission-critical applications across a variety of industries and the cost, effort and time required to replace our solutions would be prohibitive in most cases, we did not experience meaningful churn in our installed base of customers as we maintained our retention rates well over 90%.

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Economic conditions and uncertainty did not significantly impact the timing of our maintenance contract renewals and customer collections.

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To ensure the health and well-being of our employees, we planned to continue to allow employees to work remotely although we expected worldwide travel, events, and utilization of our offices to increase although not to pre-pandemic levels.

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The disruption caused by the COVID-19 variants and the inconsistent responses of countries in which we do business created uncertainty that the business recovery would occur globally, if at all.

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Our ability to acquire new customers and expand existing customer installations could still be disrupted by the pandemic and government responses to changing local conditions.

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Exceeded revenue guidance on both a GAAP and non-GAAP basis for each fiscal quarter of, and full year, fiscal 2021;

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Exceeded top end of earnings per share guidance on both a GAAP and non-GAAP basis for each fiscal quarter of, and full year, fiscal 2021;

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Annualized recurring revenue (“ARR”) of $486 million as of the end of fiscal 2021, increased 12% year-over-year;

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Net dollar retention rate (current period ARR divided by prior period ARR) above 100% as of the end of fiscal 2021, illustrating our predictable and durable revenue performance;

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Successful integration of Chef, our late 2020 acquisition, with revenue and synergies at or above our financial expectations;

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100 bps operating margin expansion in fiscal 2021;

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Key product releases, including DataDirect Sitefinity, MOVEit and WhatsUp Gold;

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90%+ renewal rates in fiscal 2021 for OpenEdge, our flagship product, as well as for our business as a whole;

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Achieved record cash flows of nearly $179 million in cash from operations generated in fiscal 2021;

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Issued $360 million convertible secured notes, due 2026, in a private placement, the proceeds of which were utilized to fund the purchase price for the Kemp acquisition in November 2021; and

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Over $65 million of capital returned to stockholders in fiscal 2021, including more than $30 million in dividends.

(1)

Total Target Compensation is defined as the sum of (a) annual base salary, (b) target bonus, (c) the value of stock options awarded, equal to the number of options granted multiplied by the Black-Scholes value of such options on the grant date, the value of RSUs awarded, equal to the number of RSUs granted multiplied by the closing price of our stock on the grant date, and (e) the value of PSUs awarded under our LTIP, equal to the number of PSUs granted assuming 100% performance multiplied by the closing price of our stock on the grant date.

(2)

Total Realizable Compensation is defined as the sum of (a) annual base salary, (b) actual corporate bonus plan award paid, (c) the “in-the-money” value of stock options as of November 30, 2021 (the last trading day of our fiscal year 2021), the value of RSUs awarded, equal to the number of RSUs granted multiplied by the closing price of our stock on November 30, 2021, which was $48.45 and (e) the value of PSUs awarded, determined by measuring the performance thus far in the performance period and determining the resulting level of assumed payout as of the most recent fiscal year end. With respect to the 2019 LTIP PSUs, the amounts in this column reflect that based on our relative TSR during the three-year performance period, we performed at a final payout of 77% performance for the TSR metric and 200%, or maximum, level of performance for the cumulative total operating income metric and, as a result, 139% of the awarded PSUs were earned. With respect to each of the 2020 and 2021 LTIP PSUs, we have assumed achievement of both the total shareholder return and the operating income metrics based on company performance thus far in the performance period and determined the resulting level of payout as of November 30, 2021. As a result of our financial performance in fiscal years 2019, 2020, and 2021, Mr. Gupta earned 105%, 94%, and 150% of his annual bonus, respectively.