Progress Software Corporation

05/11/2026 | Press release | Distributed by Public on 05/11/2026 04:18

Proxy Results (Form 8-K)

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

On May 7, 2026, Progress Software Corporation (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on the matters disclosed in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on, and distributed to its stockholders commencing on or about, March 25, 2026, in connection with the Annual Meeting (the "Proxy Statement"). Set forth below are the final voting results for the matters submitted to a vote of stockholders at the Annual Meeting.

(1) The election of nine members to the Board of Directors of the Company, to serve until the Company's 2027 Annual Meeting of Stockholders;
(2) The approval, on an advisory basis, of the compensation of the Company's named executive officers as disclosed in the Proxy Statement;
(3) The approval of an increase in the number of shares authorized for issuance under the Company's 2008 Stock Option and Incentive Plan, as Amended and Restated;
(4) The approval of an increase in the number of shares authorized for issuance under the Company's 1991 Employee Stock Purchase Plan, as Amended and Restated; and
(5) The ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2026.

The following is a summary of the voting results for each matter presented to the stockholders:

Proposal 1 - Election of Directors:

Total Vote

For

Each Director

Total Vote

Withheld From

Each Director

Broker Non-Votes

Paul T. Dacier 31,169,530 2,038,865 3,894,436
John R. Egan 31,124,676 2,083,719 3,894,436
Rainer Gawlick 32,295,438 912,957 3,894,436
Yogesh K. Gupta 31,990,304 1,218,091 3,894,436
Charles F. Kane 31,255,597 1,952,798 3,894,436
Samskriti Y. King 32,290,374 918,021 3,894,436
David A. Krall 31,407,753 1,800,642 3,894,436
Angela T. Tucci 32,301,276 907,119 3,894,436
Vivian M. Vitale 31,582,806 1,625,589 3,894,436

Proposal 2 - Approval, on an advisory basis, of the compensation of the Company's named executive officers:

For Against Abstain Broker
Non-Votes
31,236,329 1,956,233 15,833 3,894,436

Proposal 3 - Approval of an increase in the number of shares authorized for issuance under the Company's 2008 Stock Option and Incentive Plan, as Amended and Restated:

For Against Abstain Broker
Non-Votes
30,766,625 2,421,416 20,354 3,894,436

Proposal 4 - Approval of an increase in the number of shares authorized for issuance under the Company's 1991 Employee Stock Purchase Plan, as Amended and Restated:

For Against Abstain Broker
Non-Votes
33,065,101 137,046 6,248 3,894,436

Proposal 5 - Ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2026:

For Against Abstain
36,258,725 794,673 49,433
Progress Software Corporation published this content on May 11, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 11, 2026 at 10:18 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]