What changed in this filing

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Item 5. Other Information

2022-04-07 compared with 2021-10-07 · 31 added, 20 removed, 14 unchanged (78% of the section changed)

Other Information

On September 23, 2021, we entered into a definitive agreement to acquire MPC Kappa Holdings, Inc.

(“MPC”), the ultimate beneficial owner of Kemp Technologies, Inc.

and Flowmon Networks a.s.

and their subsidiaries (collectively, “Kemp”), for approximately $258 million in cash (the “Purchase Price”), subject to customary adjustments.

The closing of the acquisition (the “Closing”) is expected to occur during the fourth quarter of our fiscal year 2021.

The acquisition will be funded with existing cash on hand at the Closing.

Kemp is the always-on application experience company that helps enterprises deliver, optimize and secure applications and networks across any cloud or hybrid environment.

With this acquisition, we will extend our portfolio of market-leading products in DevOps, Application Development, Data Connectivity and Digital Experience, adding Application Experience Management (AX).

On March 23, 2022, the Board of Directors adopted the 2022 Fiscal Year Compensation Program for Non-Employee Directors (the “2022 Plan”), which provides for the payment of cash and equity compensation to non-employee members of our Board of Directors in connection with their service to Progress.

Except as described below, the 2022 Plan is identical to the compensation plan applicable to directors in 2021.

Under the 2022 Plan, our non-employee directors will be paid an annual retainer of $275,000.

This annual retainer will be paid $50,000 in cash and $225,000 in equity (with the equity paid in the form of deferred stock units which convert to shares of common stock only upon a change in control of the Company or the cessation of service on the Board of Directors).

The non-executive Chairman of the Board will be paid an additional cash retainer of $75,000.

These retainers are the same as the plan

applicable to directors in 2021.

With respect to service on the committees of our Board of Directors, the following fees will be paid:

• Audit Committee - $25,000 for the Chairman and $20,000 for the other members (unchanged);

• Compensation Committee - $25,000 for the Chairman and $15,000 for the other members (unchanged);

• Nominating and Corporate Governance Committee - $12,500 for the Chairman and $10,000 for the other members (unchanged);

• Mergers and Acquisitions/Strategy Committee - $25,000 for the Chairman and $15,000 for the other members (unchanged).

The following exhibits are filed or furnished as part of this Quarterly Report on Form 10-Q:

2.1*** Stock Purchase Agreement dated September 23, 2021, between Progress Software Corporation, MPC Kappa Holdings, Inc., the Sellers set forth therein, and the Seller Representative

10.1*† 2022 Fiscal Year Compensation Plan for Non-Employee Directors

10.1*** 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

31.1* Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act – Yogesh K.

1 unchanged sentence

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

101* The following materials from Progress Software Corporation’s Quarterly Report on Form 10-Q for the three and nine months ended August 31, 2021, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of August 31, 2021 and November 30, 2020;

(ii) Condensed Consolidated Statements of Income for the three and nine months ended August 31, 2021 and 2020;

(iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended August 31, 2021 and 2020;

(iv) Condensed Consolidated Statements of Shareholders' Equity for the three and nine months ended August 31, 2021 and 2020;

(v) Condensed Consolidated Statements of Cash Flows for the three and nine months ended August 31, 2021 and 2020;

101* The following materials from Progress Software Corporation’s Quarterly Report on Form 10-Q for the three months ended February 28, 2022, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of February 28, 2022 and November 30, 2021;

(ii) Condensed Consolidated Statements of Income for the three months ended February 28, 2022 and 2021;

(iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended February 28, 2022 and 2021;

(iv) Condensed Consolidated Statements of Stockholders' Equity for the three months ended February 28, 2022 and 2021;

(v) Condensed Consolidated Statements of Cash Flows for the three months ended February 28, 2022 and 2021;

and (vi) Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

** Furnished herewith

*** Incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed on September 27, 2021

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

† Indicates management compensatory plan, contract, or arrangement

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 thereunto duly authorized.

PROGRESS SOFTWARE CORPORATION

October 7, 2021 /s/ YOGESH K.

April 7, 2022 /s/ YOGESH K.

President and Chief Executive Officer

(Principal Executive Officer)

October 7, 2021 /s/ ANTHONY FOLGER

April 7, 2022 /s/ ANTHONY FOLGER

Anthony Folger

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

April 7, 2022 /s/ DOMENIC LOCOCO

Domenic LoCoco

Chief Accounting Officer

(Principal Accounting Officer)

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-Q

Item 5. Other Information