Current Report Filing (8-k)
May 13 2021 - 04:23PM
Edgar (US Regulatory)
0001392972false00013929722020-06-062020-06-06
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 12,
2021
PROS Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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(State or Other Jurisdiction of Incorporation)
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001-33554
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76-0168604
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(Commission File Number)
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(IRS Employer Identification No.)
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3200 Kirby Dr., Suite 600
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Houston |
TX
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77098
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(713) |
335-5151 |
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(Former Name or Former Address, if Changed Since Last
Report)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading symbol(s) |
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Name of each exchange on which registered |
Common stock $0.001 par value per share |
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PRO |
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New York Stock Exchange |
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.
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Item 5.07 Submission
of Matters to a Vote of Security Holders.
On May 12, 2021, PROS Holdings, Inc. (the "Company") held its
annual meeting of stockholders (the "Annual Meeting"). At the
Annual Meeting, Company stockholders:
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(i) |
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elected two Class II directors to the Company's board of directors
(the "Board"), each for a three-year term expiring in
2024; |
(ii) |
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conducted an advisory vote on named executive officer
compensation; |
(iii) |
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approved 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 3.1 million shares; |
(iv) |
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approved an amendment to the Company's 2013 Employee Stock Purchase
Plan to increase the number of shares authorized for employee
purchase by 500,000 shares; and |
(v) |
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ratified the appointment of PricewaterhouseCoopers LLP as the
Company's independent registered public accounting firm for the
fiscal year ending December 31, 2021. |
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The
total number of outstanding shares entitled to vote at the Annual
Meeting as of the record date for the Annual Meeting, March 25,
2021, was 44,252,765. A total of 41,782,611 shares of common stock
were present in person or by proxy at the Annual Meeting,
representing approximately 94.41% 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:
Election of two Class II directors to the Board, each for a
three-year term expiring 2024:
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Broker |
Name |
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For |
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Withheld |
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Non-Votes |
Raja Hammoud |
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38,983,347 |
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861,938 |
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1,937,326 |
William V. Russell |
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37,344,564 |
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2,500,721 |
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1,937,326 |
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PROPOSAL 2:
Advisory vote on named executive officer compensation:
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Broker |
For |
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Against |
Abstain |
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Non-Votes |
30,926,742 |
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8,829,913 |
88,630 |
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1,937,326 |
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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 3.1 million
shares:
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Broker |
For |
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Against |
Abstain |
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Non-Votes |
37,894,778 |
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1,929,712 |
20,795 |
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1,937,326 |
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PROPOSAL 4:
Approval of an amendment to the Company's 2013 Employee Stock
Purchase Plan to increase the number of shares authorized for
employee purchase by 500,000 shares:
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Broker |
For |
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Against |
Abstain |
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Non-Votes |
39,822,124 |
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20,897 |
2,264 |
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1,937,326 |
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PROPOSAL 5:
Ratification of appointment of PricewaterhouseCoopers LLP as the
Company's independent registered public accounting firm for the
fiscal year ending December 31, 2021:
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For |
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Against |
Abstain |
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40,992,313 |
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771,860 |
18,438 |
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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.
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PROS HOLDINGS, INC.
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Date: May 13, 2021
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/s/ Damian W. Olthoff
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Damian W. Olthoff
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General Counsel and Secretary
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