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): January 15, 2019
PROS Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | ||||
(State or Other Jurisdiction of Incorporation) | ||||
333-141884 | 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 | |||||||
(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:
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 15, 2019, the Compensation and Leadership Development Committee (“Committee”) of the Board of Directors of PROS Holdings, Inc. (the “Company”) approved a form of performance restricted stock unit agreement (“PRSU Agreement”) under the Company’s 2017 Equity Incentive Plan (the "Plan").
The performance restricted stock units ("PRSUs") granted pursuant to the PRSU Agreement are payable in shares of the Company’s common stock, and vest at up to 200% of the grant amount on the third anniversary of the grant based upon achievement of certain performance metrics set by the Committee over a two-year performance period. The number of earned units vesting upon a change of control occurring during the performance period is determined based on when such change of control occurs.
The above description of the form of PRSU Agreement is qualified in its entirety by the full text of the PRSU Agreement, the form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are being filed herewith:
Exhibit No. | Description | |
10.1 | ||
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: January 18, 2019 | ||
/s/ Damian Olthoff | ||
Damian Olthoff | ||
General Counsel and Secretary | ||
Exhibit Index
Exhibit No. | Description | |
10.1 | ||