PROS Holdings Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$PRO
EDP Services
Technology
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): March 14, 2025
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On March 14, 2025, the Board of Directors (the “Board”) of PROS Holdings, Inc. (the “Company”) appointed Katie May to the Board as an independent director of the Company effective March 18, 2025, to serve as a Class I director with an initial term expiring at the 2026 annual meeting of stockholders.
Ms. May 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 April 4, 2024. In connection with her appointment, Ms. May 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 Ms. May 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. May and any other persons pursuant to which Ms. May was selected as a director, and there are no transactions between Ms. May or any of his 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 March 18, 2025, the Company issued a press release announcing the appointment of Ms. May 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. | ||||||||
| Date: March 18, 2025 | /s/ Damian W. Olthoff | |||||||
| Damian W. Olthoff | ||||||||
| General Counsel and Secretary | ||||||||