8-K 2014 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): April 29, 2014
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 April 29, 2014, at the Progress Software Corporation (the “Company”) 2014 Annual Meeting of Shareholders, the Company’s shareholders voted on the following three matters and cast their votes as described below:
 
(1)
The election of seven members to the Board of Directors to serve until the Company’s next annual meeting of shareholders or until their successors are duly elected and qualified;

(2)
The approval, on an advisory basis, of the compensation of the Company’s named executive officers for the fiscal year ended November 30, 2013; and

(3)
The ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2014.
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
  
45,484,530
 
497,082
 
3,195,355
John R. Egan
 
42,044,556
 
3,937,056
 
3,195,355
Ram Gupta
  
44,392,205
 
1,589,407
 
3,195,355
Charles F. Kane
  
42,290,285
 
3,691,327
 
3,195,355
David A. Krall
  
43,172,241
 
2,809,371
 
3,195,355
Michael L. Mark
  
44,335,087
 
1,646,525
 
3,195,355
Philip M. Pead
  
45,522,345
 
459,267
 
3,195,355

Proposal 2- Approval, on an advisory basis, of the compensation of the Company’s named executive officers for the fiscal year ended November 30, 2013:
For
 
Against
 
Abstain
 
Broker Non-Votes
26,662,260
 
19,072,699
 
246,653
 
3,195,355

Proposal 3 - The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2014:
For
 
Against
 
Abstain
47,560,299
 
1,456,298
 
160,370




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: May 5, 2014
Progress Software Corporation
 
 
 
By:  
/s/Stephen H. Faberman
 
 
 
Stephen H. Faberman
 
 
 
Senior Vice President, General Counsel