Form 8-K - Current report

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): August 23, 2024

PROS Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-33554

76-0168604

(Commission File Number)

(IRS Employer Identification No.)

3200 Kirby Drive, Suite 600

Houston

77098

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code

(713)

335-5151

(Former Name or Former Address, if Changed Since Last Report)

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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock $0.001 par value per share

PRO

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. o


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 23, 2024, the Board of Directors (the “Board”) of PROS Holdings, Inc. (the “Company”) appointed Jennifer Biry to the Board as an independent director of the Company effective August 26, 2024, to serve as a Class I director with an initial term expiring at the 2026 annual meeting of stockholders.

Ms. Biry 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 4, 2024. In connection with her appointment, Ms. Biry will also enter into the Company's standard indemnification agreement for directors and officers, as set forth in Exhibit 10.24 to the Company’s Annual Report on Form 10K filed with the SEC on February 15, 2017 and incorporated by reference herein.

There are no family relationships between Ms. Biry 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. Biry and any other persons pursuant to which Ms. Biry was selected as a director, and there are no transactions between Ms. Biry 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 Item 404(a) of Regulation S-K.


Item 7.01			Regulation FD Disclosure.

On August 26, 2024, the Company issued a press release announcing the appointment of Ms. Biry 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 9.01			Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Exhibit Description

99.1						Press release dated August 26 , 2024.

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: August 26, 2024		/s/ Damian W. Olthoff
		Damian W. Olthoff
		General Counsel and Secretary

Exhibit 99.1

PROS Holdings, Inc. Announces Appointment of Jennifer Biry to Board of Directors

HOUSTON, August 26, 2024 – PROS Holdings, Inc. (NYSE: PRO), a leading provider of AI-powered SaaS pricing, CPQ, revenue management, and digital offer marketing solutions, today announced the appointment of Jennifer Biry to its Board of Directors effective August 26, 2024. Biry joins the Board as an independent director.

A seasoned leader with over 25 years of accounting, finance and operational experience, Biry serves as Chief Financial and Operating Officer for McAfee, a global leader in online protection for consumers. Biry joined McAfee in 2022 and leads the global finance, strategy, M&A, IT, security, sales, customer service and procurement operations, responsible for overseeing over $2B in annual revenue. Prior to McAfee, Biry served as Chief Financial Officer for WarnerMedia from 2020-2022, and previously in various leadership roles with AT&T Communications, including Sr. Vice President and Chief Financial Officer of AT&T Communications Consumer segment.

“I am thrilled to welcome Jennifer to PROS Board,” said PROS Non-Executive Chairman of the Board Bill Russell. “As PROS increases in scale, her leadership, finance and operational experience will be a great resource for us as we continue to create greater long-term value for our shareholders.”

“We are proud to welcome such a distinguished leader to the PROS Board,” said PROS President and CEO Andres Reiner. “Jennifer’s extensive operational expertise makes her an invaluable partner as we scale our business and seize the incredible market opportunity in front of us as companies continue to embrace AI to drive impactful business outcomes.”

“I am truly honored to join the PROS Board of Directors at a time where businesses around the world are increasingly embracing AI solutions,” said Biry. “I look forward to working with the team and sharing my experience and knowledge to help the company further drive success and create shareholder value.”

Russell Reynolds advised the company in the Board search process.

About PROS

PROS Holdings, Inc. (NYSE: PRO) is a leading provider of AI-powered SaaS pricing, CPQ, revenue management, and digital offer marketing solutions. Our vision is to optimize every shopping and selling experience. With nearly 40 years of industry expertise and a proven track record of success, PROS helps B2B and B2C companies across the globe, in a variety of industries, including airlines, manufacturing, distribution, and services, drive profitable growth. The PROS Platform leverages AI to provide real-time predictive insights that enable businesses to drive revenue and margin improvements. To learn more about PROS and our innovative SaaS solutions, please visit our website at www.pros.com.

Forward-looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our outlook; expectations; ability to achieve future growth and profitability goals; management's confidence and optimism; and positioning. The forward-looking statements contained in this press release are based upon our historical performance and our current plans, estimates and expectations and are not a representation that such plans, estimates or expectations will be achieved. Factors that could cause actual results to differ materially from those described herein include, among others, risks related to: (a) cyberattacks, data breaches and breaches of security measures within our products, systems and infrastructure or products, systems and infrastructure of third parties upon whom we rely, (b) the macroeconomic environment and geopolitical uncertainty and events, (c) increasing business from customers, maintaining subscription renewal rates and capturing customer IT spend, (d) managing our growth and profit objectives effectively, (e) disruptions from our third party data center, software, data, and other unrelated service providers, (f) implementing our solutions, (g) cloud operations, (h) intellectual property and third-party software, (i) acquiring and integrating businesses and/or technologies, (j) catastrophic events, (k) operating globally, including economic and commercial disruptions, (l) potential downturns in sales and lengthy sales cycles, (m) software innovation, (n) competition, (o) market acceptance of our software innovations, (p) maintaining our corporate culture, (q) personnel risks including loss of any key employees and competition for talent, (r) expanding and training our direct and indirect sales force, (s) evolving data privacy, cyber security, data localization and AI laws, (t) our debt repayment obligations, (u) the timing of revenue recognition and cash flow from operations, and (v) returning to profitability. Additional information relating to the risks and uncertainties affecting our business is contained in our filings with the SEC. These forward-looking statements represent our expectations as of the date hereof. Subsequent events may cause these expectations to change, and PROS disclaims any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise.

###

PROS Investor Relations Belinda Overdeput 713-335-5879 ir@pros.com

PROS Media Contact

Amy Williams

awilliams@pros.com

Document and Entity Information Document	May 07, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 23, 2024
Entity Registrant Name	PROS Holdings, Inc.
Entity Central Index Key	0001392972
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33554
Entity Tax Identification Number	76-0168604
Entity Address, Address Line One	3200 Kirby Drive, Suite 600
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77098
City Area Code	(713)
Local Phone Number	335-5151
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock $0.001 par value per share
Trading Symbol	PRO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false