What changed in this filing

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Item 9A. Controls and Procedures

2022-01-27 compared with 2021-01-27 · 63 added, 52 removed, 261 unchanged (31% of the section changed)

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Based on our assessment we believe that as of November 30, 2021, 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.

The Company acquired Kemp on November 1, 2021.

Management excluded Kemp from its assessment of the effectiveness of the Company’s internal control over financial reporting as of November 30, 2021.

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.

Kemp represented, in aggregate, approximately 9% of the Company’s total consolidated assets (excluding goodwill and intangibles, which are included within the scope of the assessment) and less than 2% of total consolidated revenues, as of and for the year ended November 30, 2021.

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.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Progress Software Corporation

To the stockholders and the Board of Directors of Progress Software Corporation

Opinion on Internal Control over Financial Reporting

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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, 2021, of the Company and our report dated January 27, 2022, 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.

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 Kemp Technologies, “Kemp”, acquired on November 1, 2021 whose financial statements constitute approximately 9% of total assets (excluding goodwill and intangibles, which are included within the scope assessment) and less than 2% of total revenues of the consolidated financial statement amounts as of and for the year ended November 30, 2021.

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

Basis for Opinion

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Name Age Position

John Ainsworth 56 Senior Vice President, Products - Core

Stephen Faberman 51 Chief Legal Officer

Anthony Folger 47 Chief Financial Officer

John Ainsworth 57 Executive Vice President, Products - Enterprise Application Experience

Stephen Faberman 52 Executive Vice President, Chief Legal Officer

Anthony Folger 49 Executive Vice President, Chief Financial Officer

Yogesh Gupta 61 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.

Ainsworth is responsible for the product management, product marketing, technical support and engineering functions for Progress OpenEdge, Progress Corticon, Progress DataDirect Connect, Progress DataDirect Hybrid Data Pipeline, Sitefinity, MOVEit and WhatsUp Gold.

Loren Jarrett 47 Executive Vice President, General Manager - Developer Tools Business

Katie Kulikoski 45 Executive Vice President, Chief People Officer

Jennifer Ortiz 45 Executive Vice President, Corporate Marketing

Ian Pitt 54 Executive Vice President, Chief Information Officer

Gary Quinn 61 Executive Vice President, Field Organization - Enterprise Application

Jeremy Segal 51 Executive Vice President, Corporate Development

Sundar Subramanian 44 Executive Vice President, General Manager - Chef Products

Ainsworth became Senior Vice President, Products-Core in January 2017 and was elevated to Executive Vice President in November 2021.

Ainsworth is responsible for the product management, product marketing, technical support and engineering functions for OpenEdge, Corticon, DataDirect Connect, DataDirect Hybrid Data Pipeline, Sitefinity, MOVEit, WhatsUp Gold, Kemp Loadmaster and Kemp Flowmon.

In December 2021, the product group in which these product lines are incorporated was renamed Enterprise Application Experience.

Prior to joining our company, Mr.

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Ainsworth held various senior positions within CA Technologies, Inc., which he joined through acquisition in 1994.

Faberman became Chief Legal Officer in December 2015.

Faberman became Chief Legal Officer in December 2015 and was elevated to Executive Vice President in November 2021.

As Chief Legal Officer, Mr.

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

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

Prior to becoming Chief Legal Officer, Mr.

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

Folger became Chief Financial Officer in January 2020.

Folger became Chief Financial Officer in January 2020 and was elevated to Executive Vice President in November 2021.

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

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Gupta held various senior positions.

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

Jarrett became Senior Vice President and General Manager, Developer Tools Business in June 2019 and was elevated to Executive Vice President in November 2021.

As General Manager, Ms.

Jarrett is responsible for the sales, product management, product marketing, field marketing, technical support and engineering for our DevTools product line.

Prior to this role, Ms.

Jarrett is responsible for the sales, product management, product marketing, field marketing, technical support and engineering functions for our Developer Tools product line.

Prior to this

Jarrett was our Chief Marketing Officer, a position she held from January 2017 to June 2019.

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Jarrett was Vice President, Product Management and Strategy at Oracle Corporation from 2011 until 2012, and Senior Vice President of Marketing and Product Management at FatWire from 2007 until its acquisition by Oracle in 2011.

Kulikoski became Chief People Officer in November 2019.

Kulikoski became Chief People Officer in November 2019 and was elevated to Executive Vice President in November 2021.

As Chief People Officer, Ms.

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Kulikoski held leadership positions at Optaros, CIDC and ConnectEdu.

Murphy became Chief Information Officer in June 2017 and Chief Information Security Officer in September 2018.

As our Chief Information Officer and Chief Information Security Officer, Mr.

Murphy is responsible for the development and implementation of our overall technology strategy for all internal systems and business processes and for monitoring and preventing security related incidents.

Prior to joining our company, Mr.

Murphy was Vice President of Global IT at Stratus Technologies, from January 2013 until May 2017.

Previously, Mr.

Murphy was Director of IT and Business Systems at Acme Packet, Inc.

from May 2011 until its acquisition by Oracle Corporation in 2013.

Ortiz became Vice President of Corporate Marketing in October 2019.

Ortiz became Executive Vice President, Corporate Marketing in November 2021.

Prior to that time, beginning in October 2019, she was Vice President of Corporate Marketing.

In this role, Ms.

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Prior to becoming Vice President of Corporate Marketing, Ms.

Ortiz held a variety of positions of increasing responsibility and scope at Progress during her fifteen-year tenure with the company.

Quinn became Senior Vice President, Core Field Organization in August 2017.

Quinn is responsible for global field operations for Progress OpenEdge, Progress Corticon, Progress DataDirect Connect, Progress DataDirect Hybrid Data Pipeline, Sitefinity, MOVEit and WhatsUp Gold.

Ortiz held a variety of positions of increasing responsibility and scope at Progress during her more than fifteen-year tenure with the company.

Pitt became Chief Information Officer in August 2021 and was elevated to Executive Vice President in November 2021.

As our Chief Information Officer, Mr.

Pitt is responsible for driving the vision, strategy and operations of Progress’ global IT organization.

Pitt is also responsible for the security of our internal networks, infrastructure, business applications and products.

Prior to joining our company, Mr.

Pitt was Chief Information Officer from July 2016 until May, 2021 at LogMeIn Inc.

Prior roles included Chief Information Officer and senior technology and IT roles at Thunderbird/Smart Communications, IntraLinks Inc.

Tata Consultancy Services and Chordiant Software Inc.

Quinn became Senior Vice President, Core Field Organization in August 2017 and was elevated to Executive Vice President in November 2021.

Quinn is responsible for global field operations for OpenEdge, Corticon, DataDirect Connect, DataDirect Hybrid Data Pipeline, Sitefinity, MOVEit, WhatsUp Gold, Kemp Loadmaster and Kemp Flowmon.

In December 2021, the product group in which these product lines are incorporated was renamed Enterprise Application Experience.

Prior to joining our company, Mr.

Quinn was President and Chief Executive Officer of FalconStor Software, Inc.

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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.

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

Segal became Senior Vice President, Corporate Development in May 2020 and was elevated to Executive Vice President in November 2021.

In this role, Mr.

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

Segal is responsible for leading our inorganic growth strategy to deliver sustained stockholder 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.

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

Prior to that time, Mr.

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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.

Subramanian became Senior Vice President and General Manager, Chef in October 2020 upon completion of our acquisition of Chef and was elevated to Executive Vice President in November 2021.

As General Manager, Mr.

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(a) Documents Filed as Part of this Annual Report on Form 10-K

Financial Statements (included in Item 8 of this Annual Report on Form 10-K):

Financial Statements (included in Part II, Item 8 of this Annual Report on Form 10-K):

• Report of Independent Registered Public Accounting Firm

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• Consolidated Statements of Comprehensive Income (Loss) for the years ended November 30, 2021, 2020 and 2019

• Consolidated Statements of Shareholders’ Equity for the years ended November 30, 2020, 2019 and 2018

• Consolidated Statements of Stockholder s’ Equity for the years ended November 30, 2021, 2020 and 2019

• Consolidated Statements of Cash Flows for the years ended November 30, 2021, 2020 and 2019

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and Shareholder Representative Services LLC (2)

2.3 Stock Purchase Agreement, dated September 23, 2021, by and among Progress Software Corporation, MPC Kappa Holdings, Inc., the Sellers named therein and the Seller Representative (3)

2.4 Plan of Domestication ( 4 )

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4.2 Description of Registered Securities ( 10 )

4.3 Indenture, dated as of April 13, 2021, between Progress Software Corporation and U.S.

Bank, National Association, as trustee (11)

4.4 Form of 1.00% Convertible Senior Note due 2026 (included as Exhibit A in Exhibit 4.3) (11)

10.1** 1992 Incentive and Nonqualified Stock Option Plan (1 2 )

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10.15** Form of Restricted Stock Unit Agreement under the Progress Software Corporation 2008 Stock Option and Incentive Plan (2 6 )

10.16* Second Amended and Restated Credit Agreement, dated as of April 30, 2019, by and among Progress Software Corporation, each of the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A.

and Citizens Bank, N.A., as Syndication Agents, and Bank of America, N.A., Citibank, N.A., Silicon Valley Bank, Santander Bank, N.A.

and TD Bank, N.A., as Documentation Agents, and JPMorgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger (25)

10.16* Third Amended and Restated Credit Agreement, dated as of January 25, 2022, by and among Progress Software Corporation, each of the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A.

and Citizens Bank, N.A., as Syndication Agents, and Bank of America, N.A., Citibank, N.A., PNC Bank, National Association, Silicon Valley Bank and TD Bank, N.A., as Documentation Agents, and JPMorgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger (27)

10.17** Employment Agreement, dated October 10, 2016, by and between Progress Software Corporation and Yogesh Gupta (2 8 )

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10.22 Form of Separation Form of Separation Agreement and Release (Executive Officers) (3 3 )

10.23 Form of Capped Call Confirmation (3 4 )

21.1 List of Subsidiaries of the Registrant

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101*** The following materials from Progress Software Corporation’s Annual Report on Form 10-K for the year ended November 30, 2021, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Consolidated Balance Sheets as of November 30, 2020 and 2019, (ii) Consolidated Statements of Income for the years ended November 30, 2020, 2019 and 2018, (iii) Consolidated Statements of Comprehensive Income for the years ended November 30, 2020, 2019 and 2018, (iv) Consolidated Statements of Shareholders’ Equity for the years ended November 30, 2020, 2019 and 2018, and (v) Consolidated Statements of Cash Flows for the years ended November 30, 2020, 2019 and 2018.

(i) Consolidated Balance Sheets as of November 30, 2021 and 2020, (ii) Consolidated Statements of Income for the years ended November 30, 2021, 2020 and 2019, (iii) Consolidated Statements of Comprehensive Income for the years ended November 30, 2021, 2020 and 2019, (iv) Consolidated Statements of Stockholders’ Equity for the years ended November 30, 2021, 2020 and 2019, and (v) Consolidated Statements of Cash Flows for the years ended November 30, 2021, 2020 and 2019.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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(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 of September 27, 2021.

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

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(10) Incorporated by reference to Exhibit 4.2 to our Annual Report on Form 10-K for the year ended November 30, 2019.

(11) Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on April 13, 2021.

(12) Incorporated by reference to Exhibit 10.1 to our Annual Report on Form 10-K for the year ended November 30, 2009.

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(18) Incorporated by reference to Appendix A to our definitive Proxy Statement filed April 14, 2021.

(17) Incorporated by reference to Annex A to our definitive Proxy Statement filed May 7, 2013.

(19) Incorporated by reference to Appendix B to our definitive Proxy Statement filed April 14, 2021.

(20) Incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K for the year ended November 30, 2013.

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(26) Incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the year ended November 30, 2014.

(25) Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 1, 2019.

(27) Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 27, 2022.

(28) Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 14, 2016.

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

(34) Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 13, 2021.

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

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Gupta (Principal Executive Officer)

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

Anthony Folger (Principal Financial Officer and Principal Accounting Officer)

/s/ ANTHONY FOLGER Executive Vice President and Chief Financial Officer January 27, 2022

Anthony Folger (Principal Financial Officer)

/s/ DOMENIC LOCOCO Chief Accounting Officer January 27, 2022

Domenic LoCoco (Principal Accounting Officer)

EGAN Non-Executive Chairman January 27, 2022

11 unchanged sentences

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