PROS Holdings, Inc. (NYSE:PRO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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PROS Holdings, Inc. (NYSE:PRO) 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 January 1, 2018, the Board of Directors (the “Board”) of PROS Holdings, Inc. (the “Company”) temporarily increased the size of the Board to nine directors effective immediately, and also approved automatically reducing the size of the Board back to eight directors effective immediately following the 2018 annual meeting of stockholders of the Company (the “2018 Annual Meeting”). In addition, the Board elected Ms. Penelope Herscher to the Board as an independent director of the Company with immediate effect, to serve as a Class II director with an initial term expiring at the 2018 Annual Meeting.

Ms. Herscher will be entitled to the Company's standard compensation for non-employee directors, as described under “Director Compensation” in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission ("SEC") on April 7, 2017. In connection with her appointment, Ms. Herscher will also enter into the Company's standard indemnification agreement for directors, as set forth in Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 21, 2013.

There are no family relationships between Ms.Herscher and any director, executive officer or person nominated by the Company to become a director or executive officer, there are no arrangements or understandings between Ms. Herscher and any other persons to which Ms. Herscher was selected as a director, and there are no transactions between Ms.Herscher or any of her immediate family members, on the one hand, and the Company or any of its subsidiaries, on the other, that would be required to be reported under Item404(a) of Regulation S-K.

Item 7.01Regulation FD Disclosure.

The Company issued a press release on January 4, 2018 announcing the election of Ms.Herscher to the Board. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated by reference into this Item 7.01.

Item 9.01Financial Statements and Exhibits.

(d): The following exhibits are being filed herewith:


PROS Holdings, Inc. Exhibit
EX-99.1 2 ex991pressrelease-newdirec.htm EXHIBIT 99.1 PRESS RELEASE 04JAN2018 – NEW DIRECTOR HERSCHER Exhibit EXHIBIT 99.1For Immediate ReleasePROS Holdings,…
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About PROS Holdings, Inc. (NYSE:PRO)

PROS Holdings, Inc. provides enterprise revenue and profit realization software solutions. The Company’s software solutions are designed to help business-to-business (B2B) and business-to-consumer (B2C) companies. The Company also provides professional services to implement its software applications. The Company provides its solutions to enterprises across a range of industries, including manufacturing, distribution, services and travel. In addition, the Company provides product maintenance and support to its customers to receive unspecified upgrades, maintenance releases and bug fixes during the term of the support period on a when-and-if-available basis. Its SellingPRO solutions include editions, such as SellingPRO Deal Desk, SellingPRO Smart CPQ and SellingPRO eCommerce. The Company offers revenue management solutions as integrated software solutions. It provides software-related professional services, including implementation and configuration services, consulting and training.