What changed in this filing

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Item 9A. Controls and Procedures

2021-01-27 compared with 2020-01-27 · 73 added, 56 removed, 240 unchanged (35% of the section changed)

11 unchanged sentences

Based on our assessment we believe that as of November 30, 2020, our internal control over financial reporting is effective based on those criteria.

The Company acquired Chef on October 5, 2020.

Management excluded this business from its assessment of the effectiveness of the Company’s internal control over financial reporting as of November 30, 2020.

This exclusion was in accordance with SEC guidance that an assessment of a recently acquired business’s internal control over financial reporting may be omitted from management’s report on internal control over financial reporting in the year of acquisition of the business.

Chef represented, in aggregate, approximately 7% of the Company’s total consolidated assets (excluding goodwill and intangibles, which are included within the scope of the assessment) and less than 1% of total consolidated revenues, as of and for the year ended November 30, 2020.

Deloitte & Touche LLP, our independent registered public accounting firm, which audited our consolidated financial statements, has issued an attestation report on our internal control over financial reporting, which is included in this Item 9A below.

8 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of November 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended November 30, 2019 , of the Company and our report dated January 27, 2020 , expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of Accounting Standards Codification Update No.

2014-09, Revenue from Contracts with Customers (ASC 606) .

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended November 30, 2020, of the Company and our report dated January 27, 2021, expressed an unqualified opinion on those financial statements.

As described in Management’s Annual Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Chef Software, Inc.

acquired on October 5th, 2020 whose financial statements constitute approximately 7% of total assets (excluding goodwill and intangibles, which are included within the scope assessment) and less than 1% of total revenues of the consolidated financial statement amounts as of and for the year ended November 30, 2020.

Accordingly, our audit did not include the internal control over financial reporting at Chef Software.

Basis for Opinion

22 unchanged sentences

The following table sets forth certain information regarding our executive and other key officers.

John Ainsworth

Senior Vice President, Products - Core

Stephen Faberman

Chief Legal Officer

President and Chief Executive Officer

Chief Financial Officer

Loren Jarrett

Senior Vice President, General Manager - Developer Tools Business

Katie Kulikoski

Chief People Officer

Chief Information Officer and Chief Information Security Officer

Jennifer Ortiz

Vice President Corporate Marketing

Senior Vice President, Core Field Organization

Sundar Subramanian

Senior Vice President, General Manager - Incubation Products

Name Age Position

John Ainsworth 56 Senior Vice President, Products - Core

Stephen Faberman 51 Chief Legal Officer

Anthony Folger 47 Chief Financial Officer

Yogesh Gupta 60 President and Chief Executive Officer

Loren Jarrett 46 Senior Vice President, General Manager - Developer Tools Business

Katie Kulikoski 44 Chief People Officer

Tony Murphy 50 Chief Information Officer and Chief Information Security Officer

Jennifer Ortiz 44 Vice President Corporate Marketing

Gary Quinn 60 Senior Vice President, Core Field Organization

Jeremy Segal 50 Senior Vice President, Corporate Development

Sundar Subramanian 43 Senior Vice President, General Manager - Chef Products

Ainsworth became Senior Vice President, Products-Core in January 2017.

6 unchanged sentences

As Chief Legal Officer, Mr.

Faberman is responsible for our legal and compliance, risk management, license compliance, facilities and corporate development functions.

Faberman is responsible for our legal and compliance, risk management, license compliance, product security compliance and facilities.

Prior to becoming Chief Legal Officer, Mr.

6 unchanged sentences

from October 2003 until October 2006, and Partner, Bingham McCutcheon LLP until October 2003.

Folger became Chief Financial Officer in January 2020.

Folger is responsible for our finance and accounting, financial planning, treasury, tax and investor relations functions.

Prior to joining our company, Mr.

Folger was Chief Financial Officer and Treasurer of Carbonite, Inc., from January 2013 until Carbonite was acquired by OpenText Corporation in late December 2019.

Prior to that time, from June 2006 to December 2012, Mr.

Folger held senior leadership positions at Acronis AG, including Chief Financial Officer from October 2008 to December 2012.

Gupta became President and Chief Executive Officer in October 2016.

9 unchanged sentences

Gupta held various senior positions.

Jalbert became Chief Financial Officer in March 2017.

Jalbert is responsible for our finance and accounting, financial planning, treasury, tax and investor relations functions.

Prior to becoming CFO, Mr.

Jalbert was Vice President, Chief Accounting Officer, a position he assumed upon joining the Company in August 2012.

Prior roles included Corporate Controller at publicly traded companies Keane and Genuity, as well as other senior financial positions at Verizon (formerly GTE).

On January 16, 2020, we announced that Mr.

Jalbert will retire as CFO on January 31, 2020, and will be replaced as CFO by Anthony Folger.

Jarrett became Senior Vice President and General Manager, Developer Tools Business in June 2019.

37 unchanged sentences

Prior roles included Executive Vice President of Global Partners and International Sales at CA Technologies until 2006 and Commissioner of Information Technology (CIO) at Suffolk County Department of Information Technology (DoIT) from 2008 until 2012.

Subramanian became Senior Vice President and General Manager, Incubation Products in August 2019.

Segal became Senior Vice President, Corporate Development in May 2020.

In this role, Mr.

Segal is responsible for leading our inorganic growth strategy to deliver sustained shareholder value through accretive acquisitions.

Prior to joining our company, Mr.

Segal was Global Head of Corporate Development at LogMeIn, a position he assumed in September 2019.

Prior to that time, Mr.

Segal was Vice President, Corporate Development at LogMeIn beginning in March 2016.

Prior to that time, Mr.

Segal was Vice President, Corporate Development at Akamai Technologies, which he joined in April 2000.

Subramanian became Senior Vice President and General Manager, Chef in October 2020 upon completion of our acquisition of Chef.

As General Manager, Mr.

Subramanian is responsible for driving all facets of the company’s early stage products including sales, demand generation, engineering, product management, product marketing, customer success, support and developer relations for the Kinvey, Kinvey Health Cloud, DataRPM, NativeChat and NativeScript product lines.

Subramanian is responsible for the sales, product management, product marketing, field marketing, technical support and engineering for the Chef product lines.

Prior to that time, upon joining our company in August 2019, Mr.

Subramanian was responsible for driving all facets of the company’s early stage products including the Kinvey, Kinvey Health Cloud, DataRPM, NativeChat and NativeScript product lines.

Prior to joining Progress, Mr.

3 unchanged sentences

Code of Conduct

We have adopted a Code of Conduct that applies to all employees and directors.

A copy of the Code of Conduct is publicly available on our website at www.progress.com.

If we make any substantive amendments to the Code of Conduct or grant any waiver, including any implicit waiver, from the Code of Conduct to our executive officers or directors, we will disclose the nature of such amendment or waiver in a Current Report on Form 8-K.

We have adopted a Code of Conduct and Business Ethics that applies to all employees and directors.

A copy of the Code of Conduct and Business Ethics is publicly available on our website at www.progress.com.

If we make any substantive amendments to the Code of Conduct and Business Ethics or grant any waiver, including any implicit waiver, from the Code of Conduct and Business Ethics to our executive officers or directors, we will disclose the nature of such amendment or waiver in a Current Report on Form 8-K.

The remainder of the information required by Item 10 is incorporated by reference to our definitive Proxy Statement.

3 unchanged sentences

Information related to securities authorized for issuance under equity compensation plans as of November 30, 2020 is as follows (in thousands, except per share data):

Plan Category

Plan Category Number of

Securities to be

Options, Warrants

Weighted-average

and Rights Weighted-average

and Rights Number of

Equity compensation plans approved by stockholders (1)

2,025 (2) $ 38.68 3,208 (3)

Equity compensation plans not approved by stockholders (4)

443 41.02 902

Total 2,468 $ 39.28 4,110

(1) Consists of the 1992 Incentive and Nonqualified Stock Option Plan, 1994 Stock Incentive Plan, 1997 Stock Incentive Plan, 2008 Stock Option and Incentive Plan and 1991 Employee Stock Purchase Plan ("ESPP").

31 unchanged sentences

and Roger Greene (1)

2.2* Agreement and Plan of Merger, dated September 4, 2020, by and among Progress Software Corporation, Go Big Transitory Subsidiary, Inc., Chef Software Inc.

and Shareholder Representative Services LLC (2)

2.3 Plan of Domestication (3)

25 unchanged sentences

10.18** Employee Retention and Motivation Agreement, dated as of October 10, 2016, by and between Progress Software Corporation and Yogesh Gupta (27)

Employment Agreement, dated March 24, 2017, by and between Progress Software Corporation and Paul Jalbert (26)

10.19** Employment Agreement, dated January 16, 2020, by and between Progress Software Corporation and Anthony Folger (28)

10.20 Form of Employee Retention and Motivation Agreement (effective after September 2014) (29)

10.21 Form of Termination Letter (Executive Officers) (30)

Form of Separation Agreement and Release (Executive Officers)

10.22 Form of Separation Form of Separation Agreement and Release (Executive Officers) (31)

21.1 List of Subsidiaries of the Registrant

1 unchanged sentence

31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Yogesh Gupta

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Paul Jalbert

31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Anthony Folger

32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

3 unchanged sentences

(1) Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on April 1, 2019.

(2) Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on September 9, 2020.

(3) Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on May 14, 2015.

10 unchanged sentences

(14) Incorporated by reference to Exhibit 10.5 to our Annual Report on Form 10-K for the year ended November 30, 2015.

(15) Incorporated by reference to Exhibit 10.6 to our Annual Report on Form 10-K for the year ended November 30, 2015.

(16) Incorporated by reference to Appendix A to our definitive Proxy Statement filed April 15, 2016.

10 unchanged sentences

(27) Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on October 14, 2016.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 31, 2017.

(28) Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 17, 2020.

(29) Incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K for the year ended November 30, 2019.

(30) Incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K for the year ended November 30, 2019.

(31) Incorporated by reference to Exhibit 10.22 to our Annual Report on Form 10-K for the year ended November 30, 2019.

* Certain schedules and exhibits have been omitted from this Exhibit pursuant to Item 601(a)(5) of Regulation S-K.

12 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ YOGESH K.

President and Chief Executive Officer

January 27, 2020

(Principal Executive Officer)

Chief Financial Officer

January 27, 2020

(Principal Financial Officer and Principal Accounting Officer)

Non-Executive Chairman

January 27, 2020

/s/ RAINER GAWLICK

January 27, 2020

GUPTA President and Chief Executive Officer January 27, 2021

Gupta (Principal Executive Officer)

/s/ ANTHONY FOLGER Chief Financial Officer January 27, 2021

Anthony Folger (Principal Financial Officer and Principal Accounting Officer)

EGAN Non-Executive Chairman January 27, 2021

DACIER Director January 27, 2021

/s/ RAINER GAWLICK Director January 27, 2021

Rainer Gawlick

/s/ CHARLES F.

January 27, 2020

/s/ SAMSKRITI KING

January 27, 2020

KANE Director January 27, 2021

/s/ SAMSKRITI KING Director January 27, 2021

Samskriti King

January 27, 2020

/s/ ANGELA TUCCI

January 27, 2020

/s/ VIVIAN VITALE

January 27, 2020

KRALL Director January 27, 2021

/s/ ANGELA TUCCI Director January 27, 2021

/s/ VIVIAN VITALE Director January 27, 2021

Vivian Vitale

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures