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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

May 9, 2024

Date of Report (Date of earliest event reported)

____________________

Progress Software Corporation

PROGRESS SOFTWARE CORP /MA

(Exact name of registrant as specified in its charter)

 

Delaware 0-19417 04-2746201
(State or other jurisdiction of incorporation or organization) (Commission file number) (I.R.S. Employer Identification No.)

 

15 Wayside Road, Suite 400

Burlington, Massachusetts 01803

(Address of principal executive offices, including zip code)

(781) 280-4000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value per share PRGS The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

 
 

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

 

On May 9, 2024, at the 2024 Annual Meeting of Stockholders of Progress Software Corporation (the "Company"), the Company’s stockholders voted on the following five matters and cast their votes as described below:

 

(1)The election of nine members to the Board of Directors of the Company to serve until the Company’s 2025 Annual Meeting of Stockholders;

 

(2)The approval, on an advisory basis, of the compensation of the Company’s named executive officers for the fiscal year ended November 30, 2023;

 

(3)The approval of an increase in the number of shares authorized for issuance under the 2008 Stock Option and Incentive Plan, as amended and restated; and

 

(4)The ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024.

 

The following is a summary of the voting results for each matter presented to the stockholders:

 

Proposal 1 - Election of Directors:

   

Total Vote

For

Each Director

 

Total Vote

Withheld  From

Each Director

 

 

 

 

Broker Non-Votes

Paul T. Dacier   33,479,775   3,241,872   2,771,744
John R. Egan   33,366,842   3,354,805   2,771,744
Rainer Gawlick   36,570,113   151,534   2,771,744
Yogesh Gupta   35,994,428   727,219   2,771,744
Charles F. Kane   33,811,288   2,910,359   2,771,744
Samskriti Y. King   36,578,218   143,429   2,771,744
David A. Krall   34,950,635   1,771,012   2,771,744
Angela T. Tucci   36,480,076   241,571   2,771,744
Vivian Vitale   34,729,991   1,991,656   2,771,744

 

 

Proposal 2 - Approval, on an advisory basis, of the compensation of the Company’s named executive officers for the fiscal year ended November 30, 2023:

 

For   Against   Abstain   Broker
Non-Votes
35,523,816   1,133,475   64,356   2,771,744

 

 

Proposal 3 - Approval of an increase in the number of shares authorized for issuance under the 2008 Stock Option and Incentive Plan, as amended and restated:

 

For   Against   Abstain   Broker
Non-Votes
33,954,507   2,699,061   68,079   2,771,744

 

 

Proposal 4 - The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2023:

 

For   Against   Abstain
37,384,799   2,044,726   63,866

 

 

 
 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     
  Progress Software Corporation
Date: May 10, 2024    
  By:   /s/ YUFAN STEPHANIE WANG
    YuFan Stephanie Wang
    Chief Legal Officer and Secretary