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 5, 2015
Progress Software Corporation
(Exact name of registrant as specified in its charter)
Commission file number: 0-19417
| Massachusetts | 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:
| 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 May 5, 2015, at the Progress Software Corporation (the “Company”) 2015Annual Meeting of Shareholders, the Company’s shareholders 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 shareholders or until their successors are duly elected and qualified; |
| (2) | The approval, on an advisory basis, of the compensation of the Company’s named executive officers for the fiscal year ended November 30, 2014; |
| (3) | The ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2015; and |
| (4) | The approval of the reincorporation of the Company from Massachusetts to Delaware. |
The following is a summary of the voting results for each matter presented to the shareholders:
Proposal 1 - Election of Directors:
Total Vote For Each Director | Total Vote Withheld From Each Director | Broker Non-Votes | ||||
| Barry N. Bycoff | 43,771,306 | 376,590 | 4,303,100 | |||
| John R. Egan | 42,989,141 | 1,158,775 | 4,303,100 | |||
| Ram Gupta | 43,737,769 | 410,127 | 4,303,100 | |||
| Charles F. Kane | 43,698,180 | 449,716 | 4,303,100 | |||
| David A. Krall | 43,931,368 | 216,528 | 4,303,100 | |||
| Michael L. Mark | 43,904,905 | 242,991 | 4,303,100 | |||
| Philip M. Pead | 43,767,909 | 379,987 | 4,303,100 | |||
Proposal 2- Approval, on an advisory basis, of the compensation of the Company’s named executive officers for the fiscal year ended November 30, 2014:
| For | Against | Abstain | Broker Non-Votes | |||
| 42,687,755 | 1,164,219 | 295,922 | 4,303,100 | |||
Proposal 3 - The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2015:
| For | Against | Abstain | ||
| 47,822,165 | 550,806 | 78,025 | ||
Proposal 4 - The reincorporation of the Company from Massachusetts to Delaware:
| For | Against | Abstain | Broker Non-Votes | |||
| 43,097,591 | 972,698 | 77,607 | 4,303,100 | |||
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 5, 2015 | Progress Software Corporation | |||
| By: | /s/Stephen H. Faberman | |||
| Stephen H. Faberman | ||||
| Senior Vice President, General Counsel | ||||