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PROS HOLDINGS, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 5, 2014



Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 22, 2014, PROS Holdings, Inc. ("PROS") held its annual meeting of stockholders. At the annual meeting, PROS stockholders:

(i) elected three directors for a three year term expiring 2017;

(ii) ratified the appointment of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2014; and



(iii) approved, by non-binding advisory vote, the executive compensation.

A total of 24,862,483 shares of common stock were present in person or by proxy at the meeting, representing approximately 86% of the voting power of PROS entitled to vote.

The nominees for directors were elected based upon the following votes:

Votes Broker Name For Withheld Non-votes Greg B. Petersen 19,915,969 3,758,639 1,187,875 Timothy V. Williams 19,920,544 3,754,064 1,187,875 Mariette M. Woestemeyer 21,388,308 2,286,300 1,187,875



William Russell and Ellen Keszler continued their terms as Class II directors with terms expiring in 2015. Andres D. Reiner and Ronald F. Woestemeyer continued their terms as Class III directors with terms expiring in 2016.

Ratification of PricewaterhouseCoopers LLP as PROS independent registered public accounting firm was approved as follows:

Votes Broker For Against Abstain non-votes 24,570,953 291,506 24 -



Approval, by non-binding advisory vote, of executive compensation:

Votes Broker For Against Abstain non-votes 23,503,510 166,644 4,454 1,187,875



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Source: Edgar Glimpses


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