Document


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 17, 2018
Progress Software Corporation
(Exact name of registrant as specified in its charter)
Commission file number: 0-19417

 
 
 
Delaware
 
04-2746201
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. employer
identification no.)
14 Oak Park
Bedford, Massachusetts 01730
(Address of principal executive offices, including zip code)
(781) 280-4000
(Registrant’s telephone number, including area code)
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))
 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. ☐





Item 5.07.         Submission of Matters to a Vote of Security Holders
On May 17, 2018, at the 2018 Annual Meeting of Stockholders of Progress Software Corporation (the "Company"), the Company’s stockholders voted on the following three matters and cast their votes as described below:
 
(1)
The election of eight members to the Board of Directors of the Company to serve until the Company’s 2019 Annual Meeting of Stockholders;

(2)
The approval, on an advisory basis, of the compensation of the Company’s named executive officers for the fiscal year ended November 30, 2017; and

(3)
The ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2018.
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
 
35,089,667
 
291,155
 
6,065,419
John R. Egan
 
34,996,831
 
383,991
 
6,065,419
Rainer Gawlick
 
35,071,517
 
309,305
 
6,065,419
Yogesh Gupta
 
35,087,898
 
292,924
 
6,065,419
Charles F. Kane
 
34,850,223
 
530,599
 
6,065,419
Samskriti Y. King
 
35,089,690
 
291,132
 
6,065,419
David A. Krall
 
34,859,902
 
520,920
 
6,065,419
Angela T. Tucci
 
35,067,682
 
313,140
 
6,065,419

Proposal 2 - Approval, on an advisory basis, of the compensation of the Company’s named executive officers for the fiscal year ended November 30, 2017:
For
 
Against
 
Abstain
 
Broker
Non-Votes
34,703,168
 
373,234
 
304,420
 
6,065,419








Proposal 3 - The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2018:

For
 
Against
 
Abstain
41,274,763
 
169,176
 
2,302






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.

 
 
 
 
 
Date: May 17, 2018
Progress Software Corporation

 
 
By:
/s/ Stephen H. Faberman
 
 
 
Stephen H. Faberman
 
 
 
Chief Legal Officer