8-K 2015 Annual Meeting



 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