8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 23, 2007

PROS Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	76-0168604
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
3100 Main Street, Suite 900
Houston, TX, 77002	(713) 335-5151
(Address of principal executive offices)	(Registrant’s Telephone Number)

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Item 5.02.Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensation Arrangements of Certain Officers.

(d)  New Directors

On July 23, 2007, the Board of Directors (the “Board”) of PROS Holdings, Inc. (the “Company”), appointed Messrs. Greg B. Petersen and Timothy V. Williams to the Board (collectively, the “New Directors”) as directors of the Company, with immediate effect to serve until the next annual meeting of stockholders of the Company or until their earlier resignation or removal.  Mr. Petersen was also appointed as a member of the Board’s Audit Committee and Compensation Committee, and Mr. Williams was appointed as a member of the Board’s Audit Committee, Compensation Committee and Nominating and Governance Committee.

The New Directors will be compensated as non-employee directors of the Company for their service as directors of the Company, including attendance at Board and committee meetings in accordance with the Company’s non-employee director compensation policy, which is set forth in the Company’s Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on April 4, 2007.  Their compensation includes:

·$20,000 annual retainer;

·$12,500 annual retainer for each of the Chairpersons of the Board’s Audit Committee and Compensation Committee;

·$7,500 annual retainer to each member of the Board’s Audit Committee and Compensation Committee (excluding the Chairpersons of such Committees);

·$1,000 fee for each member’s in-person attendance of any physical meeting of the Board;

·$750 fee for each member’s in-person attendance of any physical meeting of the Board’s Audit Committee, Compensation Committee or Nominating and Governance Committee; provided that such a director is a member of the Committee;

·$500 fee for each member’s attendance of any meeting that is not in-person of the Board or the Board’s Audit Committee, Compensation Committee or Nominating and Governance Committee; provided that such a director is a member of the Committee;

·Reimbursement for reasonable out-of-pocket expenses incurred in connection with such director’s attendance of the Board and Committee meetings; and

·A grant of an option or other equity award for 30,000 shares of the Company’s common stock, which shall vest monthly in equal installments over the three years.  On June 27, 2007 the Board granted to each of Mr. Petersen and Mr. Williams a stock option to acquire 30,000 shares of the Company’s common stock at an exercise price of $11.00 per share for advisory services they were rendering to the Board.  These options are immediately exercisable and vest monthly in equal installments over the three year period following June 27, 2007.  As a result these earlier grants of stock options, Mr. Petersen and Mr. Williams will not be receiving an additional equity awards or stock options in connection with their appointment as members of the Board.

Item 9.01.Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated July 27, 2007 (PROS Expand Board with Two New Independent Directors)

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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: July 27, 2007
	/s/ Charles H. Murphy
	Charles H. Murphy
	Chief Financial Officer and Executive Vice President

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EX-99.1

Exhibit 99.1

PROS Expands Board with Two New Independent Directors

Houston, Texas — July 27, 2007 — PROS Holdings, Inc. (NYSE: PRO), a leader in pricing and revenue optimization software, today announced that two new independent directors, Timothy V. Williams and Greg B. Petersen, have been appointed to the Company’s Board of Directors. With the addition of these directors, PROS’ Board has been expanded to seven directors, three of whom are independent.

“We are pleased to welcome these directors to PROS’ Board,” said Bert Winemiller, Chairman of the PROS Board of Directors. “Tim and Greg’s experience as software company executives, including their leadership of public company finance organizations, will add significant value to the PROS Board of Directors and to our stockholders in their role as independent directors.”

Biography of Timothy V. Williams

Mr. Williams serves as Senior Vice President and Chief Financial Officer of Blackbaud, a provider of software and services to non-profit organizations, and has held this role since 2001. From 1994 to 2001, he served as Executive Vice President and Chief Financial Officer of Mynd (now a subsidiary of Computer Sciences Corporation), a provider of software and services to the insurance industry. Prior to that, Mr. Williams worked at Holiday Inn, most recently as Executive Vice President and Chief Financial Officer. Mr. Williams holds a BA from the University of Northern Iowa.

Biography of Greg B. Petersen

Mr. Petersen is currently a private investor. Previously, Mr. Petersen served as Executive Vice President from 2005 to January 2007 and as Senior Vice President and Chief Financial Officer from 2001 to 2005 of Activant Solutions, a provider of business management solutions to retail and wholesale distribution businesses. From 2000 until 2001, Mr. Petersen served as Vice President of Finance of Trilogy Software, a provider of enterprise software and business services, and as its Treasurer from 1999 until 2000. From 1997 to 1999, Mr. Petersen was Senior Vice President of Planning and Business Development of RailTex, a shortline and regional rail service provider. From 1989 to 1997, Mr. Petersen held various finance and strategy positions at American Airlines, most recently as managing director of corporate development. Mr. Petersen holds a BA in economics from Boston College and an MBA from the Fuqua School of Business at Duke University.

About PROS

PROS Holdings, Inc. (NYSE: PRO) is a leading provider of pricing and revenue optimization software products, specializing in price analytics, price execution and price optimization. By using PROS’ software products, companies gain insight into their pricing strategies, identify pricing-based profit leaks, optimize their pricing decision making and improve their business processes and financial performance. PROS’ software products implement advanced pricing

science, which includes operations research, forecasting and statistics. PROS’ high performance software architecture supports real-time high volume transaction processing and allows PROS to handle the processing and database requirements of the most sophisticated and largest customers, including customers with 100s of simultaneous users and sub-second electronic transactions. PROS also provides a range of services that include analyzing a company’s current pricing processes and implementing software products to improve pricing performance. PROS has implemented over 200 solutions across a range of industries in more than 40 countries.

Founded in 1985, PROS is headquartered in Houston, Texas. Today, PROS has over 300 employees, more than 100 with advanced degrees and 20 with Ph.D.s. To learn more about PROS, please visit www.prospricing.com.

Forward-looking Statements

These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, include, among other things, our anticipation that our new directors will add significant value to our Board of Directors and to our stockholders in their role as independent directors. These statements are only predictions based on our current expectations and projections about future events. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future contributions to be made by these directors. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our expectations to differ materially from those expressed or implied by the forward- looking statements.  PROS Holdings, Inc. disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Media Contact:

PROS Corporate Communications

CorpComm@prospricing.com

(713) 335-5197

Investor Contact:
PROS Investor Relations

IR@prospricing.com

(713) 335-5879

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