UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 9, 2011
PROS Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or other jurisdiction of incorporation)
(State or other jurisdiction of incorporation)
| 001-33554 | 76-0168604 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 3100 Main Street, Suite 900 | ||
| Houston, TX | 77002 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (713) 335-5151
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 9, 2011, we held our annual meeting of stockholders. At the annual meeting, our
stockholders:
| (i) | elected three directors for a three year term expiring 2014; | ||
| (ii) | ratified the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2011; | ||
| (iii) | approved, by non-binding advisory vote, the executive compensation; and | ||
| (iv) | recommended, by non-binding advisory vote, the frequency of the non-binding advisory vote on executive compensation. |
A total of 23,464,588 shares of common stock were present in person or by proxy at the
meeting, representing approximately 88% of the voting power of PROS Holdings, Inc. entitled to
vote.
The nominees for directors were elected based upon the following votes:
| Votes | Votes | Broker | ||||||||||
| Name | For | Withheld | Non-votes | |||||||||
Greg B. Petersen |
21,796,140 | 358,378 | 1,310,070 | |||||||||
Timothy V. Williams |
21,767,670 | 386,848 | 1,310,070 | |||||||||
Mariette M. Woestemeyer |
20,908,151 | 1,246,367 | 1,310,070 | |||||||||
Ellen Keszler and William Russell continued their terms as Class II directors, with terms
expiring in 2012 and Andres D. Reiner and Ronald F. Woestemeyer continued their terms as Class III
directors with terms expiring in 2013.
Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting
firm was approved as follows:
| Votes | Votes | |||||
| For | Against | Abstain | Broker non-votes | |||
23,317,377
|
147,211 | — | — |
Approve, by non-binding advisory vote, the executive compensation:
| Votes | Votes | |||||
| For | Against | Abstain | Broker non-votes | |||
| 21,365,342 | 499,482 | 289,694 | 1,310,070 |
Recommend, by non-binding advisory vote, the frequency of the non-binding advisory vote on
executive compensation:
| 1 year | 2 years | 3 years | Abstain | Broker non-votes | ||||
| 20,960,229 | 1,000 | 898,758 | 294,531 | 1,310,070 |
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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.
| PROS HOLDINGS, INC. |
||||
| Date: June 10, 2011 |
|
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| /s/ Charles H. Murphy | ||||
| Charles H. Murphy | ||||
| Chief Financial Officer and Executive Vice President | ||||
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