PROS Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$PRO
EDP Services
Technology
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
Date of Report (Date of earliest event reported): May 8, 2025
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 8, 2025, PROS Holdings, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, Company stockholders:
| (i) | elected Catherine Lesjak and John Strosahl as Class III directors, and Andres Reiner as a Class I director, with each Class III director to hold office until the 2028 Annual Meeting and the Class I director to hold office until the 2026 Annual Meeting, all until their successor has been duly elected and qualified or until the earlier of their death, resignation or removal. | |||||||
| (ii) | approved, on an advisory vote, named executive officer compensation; | |||||||
| (iii) | approved of amendments to the Company's Amended and Restated 2017 Equity Incentive Plan to, among other items, increase the number of shares authorized for issuance by three million shares; and | |||||||
| (iii) | ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. | |||||||
The total number of outstanding shares entitled to vote at the Annual Meeting as of the March 12, 2025 record date was 47,796,522. A total of 42,806,215 shares of common stock were present in person or by proxy at the Annual Meeting, representing approximately 89.55% of the shares entitled to vote at the Annual Meeting.
Below are the results of the voting on the proposals voted on at the Annual Meeting:
PROPOSAL 1: The election of two Class III members to the Board of Directors (“Board”), to serve a three-year term until the Corporation’s annual meeting of stockholders to be held in the year 2028; and election of one Class I member to the Board, to serve a one-year term, expiring in 2026; each to serve until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal.
| Broker | ||||||||||||||||||||
| Name | For | Withheld | Non-Votes | |||||||||||||||||
| Catherine Lesjak | 38,456,261 | 1,393,070 | 2,956,884 | |||||||||||||||||
| John Strosahl | 37,112,308 | 2,737,023 | 2,956,884 | |||||||||||||||||
| Andres Reiner | 38,363,593 | 1,485,738 | 2,956,884 | |||||||||||||||||
PROPOSAL 2: Advisory vote to approve named executive officer compensation:
| Broker | ||||||||||||||||||||
| For | Against | Abstain | Non-Votes | |||||||||||||||||
| 35,132,238 | 2,884,733 | 1,832,360 | 2,956,884 | |||||||||||||||||
PROPOSAL 3: Approval of amendments to the Company's Amended and Restated 2017 Equity Incentive Plan to, among other items, increase the number of shares authorized for issuance by three million (3,000,000) shares:
| Broker | ||||||||||||||||||||
| For | Against | Abstain | Non-Votes | |||||||||||||||||
| 25,026,867 | 14,290,935 | 531,529 | 2,956,884 | |||||||||||||||||
PROPOSAL 4: Ratification of appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025:
| For | Against | Abstain | ||||||||||||
| 39,789,458 | 703,855 | 2,312,902 | ||||||||||||
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.
PROS HOLDINGS, INC. | ||||||||
Date: May 9, 2025 | /s/ Damian W. Olthoff | |||||||
| Damian W. Olthoff | ||||||||
| General Counsel and Secretary | ||||||||