UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 8, 2023
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. | ||||
On November 8, 2023, the Board of Directors (the “Board”) of PROS Holdings, Inc. (the “Company”) appointed Cynthia M. Johnson to the Board as an independent director of the Company effective November 9, 2023, to serve as a Class I director with an initial term expiring at the 2026 annual meeting of stockholders.
Ms. Johnson will be entitled to the Company's standard compensation for non-employee directors, as described under ‘Director Compensation’ in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange
Commission ("SEC") on March 31, 2023. In connection with her appointment, Ms. Johnson will also enter into the Company's
standard indemnification agreement for directors and officers, as set forth in Exhibit 10.24 to the Company’s Annual Report on
Form 10K filed with the SEC on February 15, 2017 and incorporated by reference herein.
There are no family relationships between Mrs. Johnson and any director, executive officer or person nominated by the Company to become a director or executive officer, there are no arrangements or understandings between Ms. Johnson and any other persons pursuant to which Ms. Johnson was selected as a director, and there are no transactions between Ms. Johnson or any of her immediate family members, on the one hand, and the Company or any of its subsidiaries, on the other, that would be required to be reported under Item 404(a) of Regulation S-K.
| Item 7.01. | Regulation FD Disclosure. | ||||
On November 9, 2023, the Company issued a press release announcing the appointment of Ms. Johnson to the Board. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated by reference into this Item 7.01.
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits
| Exhibit No. | Exhibit Description | |||||||
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, hereunto duly authorized.
PROS HOLDINGS, INC. | ||||||||
| November 9, 2023 | / s / Damian W. Olthoff | |||||||
| Damian W. Olthoff | ||||||||
| General Counsel and Secretary | ||||||||