Progress Software Corporation (NASDAQ:PRGS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 14, 2018, the Board of Directors of Progress Software Corporation (“Progress”) expanded the size of the Board from seven members to nine and appointed Sam King and Angela Tucci to the Board, effective immediately. It has not yet been determined on which, if any, standing committees of the Board Ms. King or Ms. Tucci will serve.

Ms. King is currently Senior Vice President, General Manager and Chief Strategy Officer of Veracode, the application security business of CA Inc. CA acquired Veracode in July 2017. In her role as General Manager of Veracode, Ms. King is responsible for all functions of the business unit. From August 2015 until July 2017, Ms. King was the Chief Strategy Officer of Veracode. Prior to that time, from April 2012 until July 2015, Ms. King was Executive Vice President, Product Strategy and Corporate Development GM, Mobile at Veracode. Ms. King joined Veracode in November 2006 and also served as Veracode’s Senior Vice President, Product Marketing and Vice President, Service Delivery.

Ms. Tucci is currently Chief Executive Officer of Apto, Inc., a provider of web-based software for commercial real estate brokers. Ms. Tucci became Chief Executive Officer of Apto in August 2017. Prior to that time, Ms. Tucci was General Manager, Agile Management Business Unit of CA from September 2015 until July 2017. Prior to that time, Ms. Tucci was Chief Revenue Officer, Office of the CEO of Rally Software from December 2014 until August 2015, when Rally was acquired by CA. Ms. Tucci joined Rally Software in December 2013 as Chief Marketing Officer. From January 2011 until August 2013, Ms. Tucci was Chief Strategy Officer of Symantec Corporation.

Subject to the approval of the Compensation Committee and in connection with their appointment to the Board, Ms. King and Ms. Tucci will each be granted deferred stock units having a value equal to $300,000 under, and will otherwise participate in, Progress’ Non-Employee Director Compensation Program. The vesting for such deferred stock units will be over a 60-month period, beginning on March 1, 2018, the first day of the month following the appointments to the Board. Deferred stock units are settled upon a director’s separation from service from the Board of Directors or change in control, if earlier, and not upon vesting.

There are no family relationships between either Ms. King or Ms. Tucci and any of Progress’ directors or executive officers. There is no arrangement or understanding between either Ms. King or Ms. Tucci and any other person to which they were selected as a director, nor are we aware, after inquiry of Ms. King and Ms. Tucci, of any related-person transaction or series of transactions required to be disclosed under the rules of the Securities and Exchange Commission.

Item 5.02 RegulationFD Disclosure

On February 20, 2018, Progress issued a press release announcing the appointments of Ms. King and Ms. Tucci, a copy of which is attached as Exhibit99.1.

Item 5.02 Financial Statements and Exhibits.

(d) Exhibits.

PROGRESS SOFTWARE CORP /MA Exhibit
EX-99.1 2 pressrelease-boardappointm.htm EXHIBIT 99.1 Exhibit Exhibit 99.1P R E S S A N N O U N C E M E N TProgress Expands Board of Directors with the Appointments of Sam King and Angela Tucci — With backgrounds in enterprise infrastructure software and related technologies,…
To view the full exhibit click here

About Progress Software Corporation (NASDAQ:PRGS)

Progress Software Corporation is a global software company. The Company offers solutions in the development, deployment and management of business applications on premise or in the cloud, on platforms or devices, to various data sources. The Company operates through three segments: OpenEdge; Data Connectivity and Integration, and Application Development and Deployment. The solutions within the OpenEdge business segment include Progress OpenEdge and Progress Corticon. The Data Connectivity and Integration business segment is focused on its data assets, including the data integration components of its cloud offerings. The solutions within Data Connectivity and Integration business segment include Progress DataDirect Connect and Progress DataDirect Cloud. The solutions within the Application Development and Deployment business segment include Telerik Dev Tools, Telerik Dev Cloud, Telerik Platform, Telerik ALM, Telerik Sitefinity, Progress Rollbase and Modulus.