8-K FY13 Annual Shareholders Meeting


 

 
 
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): June 6, 2013
Progress Software Corporation
(Exact name of registrant as specified in its charter)
Commission file number: 0-19417
 
 
 
Massachusetts
 
04-2746201
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. employer
identification no.)
14 Oak Park
Bedford, Massachusetts 01730
(Address of principal executive offices, including zip code)

(781) 280-4000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 





Item 5.07.         Submission of Matters to a Vote of Security Holders
On June 6, 2013, at the Progress Software Corporation (the “Company”) 2013 Annual Meeting of Shareholders, the Company's shareholders voted on the following four matters and cast their votes as described below:
 
(1)
To elect seven directors to serve until the annual meeting of shareholders held in 2014 and until their respective successors are elected and qualified;
(2)
To approve the amendment and restatement of the Progress Software Corporation 2008 Stock Option and Incentive Plan, as amended, to, among other things, increase the maximum number of shares that may be issued under that plan by 7,500,000 shares;
(3)
To hold an advisory vote on the compensation of our named executive officers; and
(4)
To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2013.
The following is a summary of the voting results for each matter presented to the shareholders:
Proposal 1 - Election of Directors:
  
  
Total Vote
 For
 Each Director
  
Total Vote
 Withheld  From
 Each Director
  
Broker Non-Votes
Barry N. Bycoff
  
48,085,701

 
251,454

 
4,446,370
John R. Egan
 
46,822,794

 
1,514,361

 
4,446,370
Ram Gupta
  
46,917,757

 
1,419,398

 
4,446,370
Charles F. Kane
  
43,078,240

 
5,258,915

 
4,446,370
David J. Krall
  
47,824,494

 
512,661

 
4,446,370
Michael L. Mark
  
46,741,703

 
1,595,452

 
4,446,370
Philip M. Pead
  
48,189,293

 
147,872

 
4,446,370


Proposal 2 - Approval of the amendment and restatement of the Progress Software Corporation 2008 Stock Option and Incentive Plan, as amended, to, among other things, increase the maximum number of shares that may be issued under that plan by 7,500,000 shares:
For
 
Against
 
Abstain
 
Broker Non-Votes
39,005,628
 
9,287,458
 
44,069
 
4,446,370

Proposal 3- Approval, on an advisory basis, of the compensation of the Company's named executive officers:
For
 
Against
 
Abstain
 
Broker Non-Votes
48,020,850
 
256,425
 
59,880
 
4,446,370

Proposal 4 - The ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2013:
For
 
Against
 
Abstain
50,324,656
 
2,408,040
 
50,829




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.
 
 
 
 
Date: June 12, 2013
Progress Software Corporation
 
 
By:  
/s/Chris Perkins
 
 
Chris Perkins
 
 
Senior Vice President, CFO