Progress Software (PRGS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 8, 2025, will be held virtually to maximize shareholder participation and engagement, with voting available online, by phone, or mail.

• Company achieved strong financial results in fiscal 2024, including 8% revenue growth, 22% increase in cash flow from operations, and a 46% rise in annualized recurring revenue.

• Acquisition of ShareFile in October 2024 and successful integration efforts highlighted, with continued focus on M&A-driven growth and capital allocation strategies.

• Recognized for corporate social responsibility, diversity, and inclusion, with notable awards for workplace and environmental leadership.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, an advisory say-on-pay vote for executive compensation, and ratification of Deloitte & Touche LLP as the independent auditor for fiscal 2025.

• Board recommends voting FOR all director nominees, FOR the executive compensation proposal, and FOR auditor ratification.

• Shareholders as of March 12, 2025, are eligible to vote; detailed instructions provided for all voting methods.

Board of directors and corporate governance

• Board consists of nine nominees, eight of whom are independent, with a diverse mix of backgrounds, skills, and tenures.

• Board effectiveness supported by annual elections, director resignation policy, and regular self-evaluations.

• Committees (Audit, Compensation, Nominating & Corporate Governance, M&A/Strategy) are fully independent and have clearly defined responsibilities.

• Stockholders holding 40% of shares can call special meetings; no poison pill in place; one share, one vote structure.