What changed in this filing

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Item 5. Other Information

2023-10-10 compared with 2023-07-07 · 38 added, 16 removed, 19 unchanged (74% of the section changed)

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.

During the third quarter of fiscal year 2023, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:

Name and Title Character of Trading Arrangement 1

Date Adopted Duration 2

Aggregate Number of

Shares of Common

Stock to be Sold Pursuant to Trading Arrangement

Yogesh Gupta ,

President and CEO

Trading Arrangement August 11, 2023 October 15, 2024 Up to 153,836 3

Domenic LoCoco ,

SVP, Chief Accounting Officer

Trading Arrangement August 9, 2023 December 1, 2024 16,318 4

EVP & Chief Information Officer

Trading Arrangement August 18, 2023 August 30, 2024 Up to 11,119 5

Sundar Subramanian ,

EVP & GM, Infrastructure Management

Trading Arrangement August 9, 2023 November 15, 2024 22,189

Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).

Except as indicated by footnote, each trading arrangement permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table.

Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.

(i) 48,202 shares of our common stock;

and (ii) all common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of a maximum of 105,634 Performance Stock Units ("PSUs").

(i) 1,036 shares of our common stock;

and (ii) 15,282 employee stock options expected to be exercised via same-day sale.

(i) 3,806 shares of our common stock;

(ii) 50% of the common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of a maximum of 9,770 PSUs;

(iii) 584 shares of common stock expected to be purchased under the Company’s Employee Stock Purchase Plan;

and (iv) all common stock, net of shares withheld to cover tax withholding obligations, to be issued upon the anticipated vesting of 1,844 restricted stock units.

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

2 unchanged sentences

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;

101* The following materials from Progress Software Corporation’s Quarterly Report on Form 10-Q for the three and nine months ended August 31, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of August 31, 2023 and November 30, 2022;

(ii) Condensed Consolidated Statements of Income for the three and nine months ended August 31, 2023 and 2022;

(iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended August 31, 2023 and 2022;

(iv) Condensed Consolidated Statements of Stockholders' Equity for the three and nine months ended August 31, 2023 and 2022;

(v) Condensed Consolidated Statements of Cash Flows for the three and nine months ended August 31, 2023 and 2022;

and (vi) Notes to Condensed Consolidated Financial Statements.

4 unchanged sentences

PROGRESS SOFTWARE CORPORATION

July 7, 2023 /s/ YOGESH K.

October 10, 2023 /s/ YOGESH K.

President and Chief Executive Officer

(Principal Executive Officer)

July 7, 2023 /s/ ANTHONY FOLGER

October 10, 2023 /s/ ANTHONY FOLGER

Anthony Folger

1 unchanged sentence

(Principal Financial Officer)

July 7, 2023 /s/ DOMENIC LOCOCO

October 10, 2023 /s/ DOMENIC LOCOCO

Domenic LoCoco

2 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-Q

Item 5. Other Information