SEC 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, 2016
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))






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

On May 17, 2016, at the Progress Software Corporation (the “Company”) 2016 Annual Meeting of Stockholders, the Company’s stockholders voted on the following four matters and cast their votes as described below:
 
(1)
The election of seven members to the Board of Directors to serve until the Company’s next 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, 2015;

(3)
The approval of an increase in the number of shares authorized for issuance under the 1991 Employee Stock Purchase Plan, as amended; and

(4)
The ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2016.
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
Barry N. Bycoff
 
42,380,430
 
640,323
 
4,580,761
John R. Egan
 
41,498,910
 
1,521,843
 
4,580,761
Ram Gupta
 
42,365,382
 
655,371
 
4,580,761
Charles F. Kane
 
40,331,200
 
2,689,553
 
4,580,761
David A. Krall
 
42,402,491
 
618,262
 
4,580,761
Michael L. Mark
 
42,323,327
 
697,426
 
4,580,761
Philip M. Pead
 
42,406,723
 
614,030
 
4,580,761

Proposal 2 - Approval, on an advisory basis, of the compensation of the Company’s named executive officers for the fiscal year ended November 30, 2015:

For
 
Against
 
Abstain
 
Broker Non-Votes
42,562,026
 
395,234
 
63,493
 
4,580,761
Proposal 3 - Approval of an increase in the number of shares authorized for issuance under the 1991 Employee Stock Purchase Plan, as amended:

For
 
Against
 
Abstain
 
Broker Non-Votes
42,574,014
 
439,292
 
7,447
 
4,580,761

Proposal 4 - The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2016:

For
 
Against
 
Abstain
47,467,199
 
129,328
 
4,987




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, 2016
Progress Software Corporation
 
 
By:
/s/Stephen H. Faberman
 
 
 
Stephen H. Faberman
 
 
 
Chief Legal Counsel