0000950123-11-058267.txt : 20110610 0000950123-11-058267.hdr.sgml : 20110610 20110610142447 ACCESSION NUMBER: 0000950123-11-058267 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110609 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110610 DATE AS OF CHANGE: 20110610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROS Holdings, Inc. CENTRAL INDEX KEY: 0001392972 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 760168604 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33554 FILM NUMBER: 11905379 BUSINESS ADDRESS: STREET 1: 3100 MAIN STREET STREET 2: SUITE 900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-335-5151 MAIL ADDRESS: STREET 1: 3100 MAIN STREET STREET 2: SUITE 900 CITY: HOUSTON STATE: TX ZIP: 77002 8-K 1 h82931e8vk.htm FORM 8-K e8vk
 
 
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): June 9, 2011
PROS Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or other jurisdiction of incorporation)
     
001-33554   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 5.07. Submission of Matters to a Vote of Security Holders.
     On June 9, 2011, we held our annual meeting of stockholders. At the annual meeting, our stockholders:
  (i)   elected three directors for a three year term expiring 2014;
 
  (ii)   ratified the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2011;
 
  (iii)   approved, by non-binding advisory vote, the executive compensation; and
 
  (iv)   recommended, by non-binding advisory vote, the frequency of the non-binding advisory vote on executive compensation.
     A total of 23,464,588 shares of common stock were present in person or by proxy at the meeting, representing approximately 88% of the voting power of PROS Holdings, Inc. entitled to vote.
     The nominees for directors were elected based upon the following votes:
                         
    Votes   Votes   Broker
Name   For   Withheld   Non-votes
Greg B. Petersen
     21,796,140       358,378       1,310,070  
Timothy V. Williams
     21,767,670       386,848       1,310,070  
Mariette M. Woestemeyer
     20,908,151       1,246,367       1,310,070  
     Ellen Keszler and William Russell continued their terms as Class II directors, with terms expiring in 2012 and Andres D. Reiner and Ronald F. Woestemeyer continued their terms as Class III directors with terms expiring in 2013.
     Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm was approved as follows:
             
Votes   Votes        
For   Against   Abstain   Broker non-votes
23,317,377
  147,211   —   —
     Approve, by non-binding advisory vote, the executive compensation:
             
Votes   Votes        
For   Against   Abstain   Broker non-votes
21,365,342   499,482   289,694   1,310,070
     Recommend, by non-binding advisory vote, the frequency of the non-binding advisory vote on executive compensation:
                 
1 year   2 years   3 years   Abstain   Broker non-votes
20,960,229   1,000   898,758   294,531   1,310,070

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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: June 10, 2011  
 		  
  /s/ Charles H. Murphy    
  Charles H. Murphy   
  Chief Financial Officer and Executive Vice President   
 

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