PROGRESS SOFTWARE CORP /MA 10-Q

Item 5. Other Information As previously reported in our Current Report on Form 8-K filed with the SEC on May 12, 2023, at the 2023 Annual Meeting of Stockholders of Progress Software Corporation (the "Company"), the Company’s stockholders indicated, on an advisory basis, that their preferred frequency for future stockholder votes regarding compensation awarded to the Company’s named executive officers (“frequency of say-on-pay”), was as follows: 36,344,690 votes for one year; 12,952 votes for two years; 1,095,160 votes for three years; 23,544 abstentions; and 2,449,061 broker non-votes. In light of these results, we have decided to continue including a shareholder vote on the compensation of the Company's named executive officers in our proxy materials every year until the next required vote on the frequency of shareholder votes on the compensation of executives. 38 Item 6. Exhibits The following exhibits are filed or furnished as part of this Quarterly Report on Form 10-Q: Exhibit No. Description 31.1* Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act – Yogesh K. Gupta 31.2* Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act – Anthony Folger 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 six months ended May 31, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of May 31, 2023 and November 30, 2022; (ii) Condensed Consolidated Statements of Income for the three and six months ended May 31, 2023 and 2022; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended May 31, 2023 and 2022; (iv) Condensed Consolidated Statements of Stockholders' Equity for the three and six months ended May 31, 2023 and 2022; (v) Condensed Consolidated Statements of Cash Flows for the three and six months ended May 31, 2023 and 2022; and (vi) Notes to Condensed Consolidated Financial Statements. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith ** Furnished herewith 39 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 thereunto duly authorized. PROGRESS SOFTWARE CORPORATION (Registrant) Dated: July 7, 2023 /s/ YOGESH K. GUPTA Yogesh K. Gupta President and Chief Executive Officer (Principal Executive Officer) Dated: July 7, 2023 /s/ ANTHONY FOLGER Anthony Folger Executive Vice President and Chief Financial Officer (Principal Financial Officer) Dated: July 7, 2023 /s/ DOMENIC LOCOCO Domenic LoCoco Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) 40