0001392972-12-000005.txt : 20120613 0001392972-12-000005.hdr.sgml : 20120613 20120613164233 ACCESSION NUMBER: 0001392972-12-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120607 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120613 DATE AS OF CHANGE: 20120613 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: 12905505 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 form8-kshareholdersmeeting.htm Form 8-K Shareholders Meeting Results


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 7, 2012
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 7, 2012, PROS Holdings, Inc. ("PROS") held its annual meeting of stockholders. At the annual meeting, PROS stockholders:
(i)
elected two directors for a three year term expiring 2015;
(ii) ratified the appointment of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2012; and
(iii) approved, by non-binding advisory vote, the executive compensation.
A total of 26,165,873 shares of common stock were present in person or by proxy at the meeting, representing approximately 95.7% of the voting power of PROS entitled to vote.
     The nominees for directors were elected based upon the following votes:
 
 
Votes
 
Votes
 
Broker
Name
 
For
 
Withheld
 
Non-votes
Ellen Keszler
 
23,601,359

 
613,510

 
1,951,004

William Russell
 
23,601,237

 
613,632

 
1,951,004

Andres D. Reiner and Ronald F. Woestemeyer continued their terms as Class III directors with terms expiring in 2013 and Greg B. Petersen, Timothy V. Williams and Mariette M. Woestemeyer continued their terms as Class I directors with terms expiring in 2014.
     Ratification of PricewaterhouseCoopers LLP as PROS independent registered public accounting firm was approved as follows:
Votes
 
Votes
 
 
 
 
For
 
Against
 
Abstain
 
Broker non-votes
25,893,688
 
272,184
 
1
 
—
     Approval, by non-binding advisory vote, of executive compensation:
Votes
 
Votes
 
 
 
 
For
 
Against
 
Abstain
 
Broker non-votes
23,798,166
 
107,442
 
309,261
 
1,951,004























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 13, 2012
 
 
 
 
/s/ Charles H. Murphy  
 
 
Charles H. Murphy 
 
 
Chief Financial Officer and Executive Vice President