PROS Holdings, Inc. (NYSE:PRO) Files An 8-K Submission of Matters to a Vote of Security Holders

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PROS Holdings, Inc. (NYSE:PRO) Files An 8-K Submission of Matters to a Vote of Security Holders

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

On May 18, 2017, PROS Holdings, Inc. (the “Company”) held its
annual meeting of stockholders. At the annual meeting, Company
stockholders:
(i)
elected three Class I directors to the Board of Directors
(the “Board”) for a three year term expiring 2020;
(ii)
approved our 2017 Equity Incentive Plan (the “2017 Plan”)
(including, without limitation, certain material terms of the
2017 Plan for purposes of Section 162(m) of the Internal
Revenue Code, as amended);
(iii)
approved, by advisory vote, the named executive officer
compensation;
(iv)
ratified the appointment of PricewaterhouseCoopers LLP as its
independent registered public accounting firm for the fiscal
year ending December 31, 2017; and
(v)
approved, by advisory vote, a frequency of one year for
advisory votes on named executive officer compensation.
A total of 30,042,225 shares of common stock were present in person
or by proxy at the meeting, representing approximately 95.7% of the
voting power of the Company stockholders entitled to vote.
The nominees for directors were elected based upon the following
votes:
Votes
Broker
Name
For
Withheld
Non-votes
Greg B. Petersen
25,863,094
860,637
3,318,494
Timothy V. Williams
25,641,773
1,081,958
3,318,494
Mariette M. Woestemeyer
24,534,204
2,189,527
3,318,494
The Company maintains a total of eight Board members, five of which
are independent.
Ellen L. Keszler, Leslie J. Rechan and William V. Russell continued
their terms as Class II directors with terms expiring in 2018.
Andres D. Reiner and Ronald F. Woestemeyer continued their terms as
Class III directors with terms expiring in 2019.
Approval of our 2017 Plan (including, without limitation, certain
material terms of the 2017 Plan for purposes of Section 162(m) of
the Internal Revenue Code, as amended):
Votes
Broker
For
Against
Abstain
non-votes
20,921,795
5,801,436
3,318,494
Approval, by advisory vote on named executive officer
compensation:
Votes
Broker
For
Against
Abstain
non-votes
16,178,984
10,094,343
450,404
3,318,494
Ratification of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm:
Votes
Broker
For
Against
Abstain
non-votes
29,793,163
246,930
2,132
Approval, by advisory vote, of a frequency of one year for
advisory votes on named executive officer compensation:
Votes
One Year
Two Years
Three Years
Abstain
26,536,039
13,111
16,931
157,650

Consistent with the Board of Directors recommendation and the
advisory vote of the Companys stockholders, the Companys Board of
Directors determined that the Company will continue to hold a
stockholder advisory vote on named executive officer compensation
every year. The next stockholder advisory vote regarding the
frequency interval will be held no later than the Companys annual
meeting of stockholders in 2023.


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.

PROS Holdings, Inc. (NYSE:PRO) Recent Trading Information

PROS Holdings, Inc. (NYSE:PRO) closed its last trading session down -0.09 at 28.26 with 125,868 shares trading hands.