Current Report Filing (8-k)
February 25 2020 - 4:56PM
Edgar (US Regulatory)
false0001392972
0001392972
2020-02-23
2020-02-23
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): February 23, 2020
PROS Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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(State or Other Jurisdiction of Incorporation)
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001-33554
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76-0168604
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(Commission File Number)
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(IRS Employer Identification No.)
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3100 Main Street, Suite 900
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Houston
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TX
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77002
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(713)
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335-5151
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(Former Name or Former Address, if Changed Since Last Report)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common stock
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$0.001 par value per share
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PRO
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.02 Termination of a Material Definitive Agreement
On February 25, 2020, the Registrant through its wholly owned subsidiary PROS, Inc. (“PROS”) gave notice of its election to terminate the lease with Houston Community College Systems, dated January 31, 2001, for its current corporate headquarters at 3100 Main Street in Houston, Texas (as amended, the “Lease”). The Lease will terminate effective August 25, 2020, and the Company will not incur any termination penalties. As previously disclosed, the Registrant is relocating its corporate headquarters to 3200 Kirby Drive in Houston, Texas.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On February 23, 2020, Ronald F. Woestemeyer informed the Board of Directors (the “Board”) of the Registrant of his decision to retire from the Board effective as of the 2020 Annual Meeting of Stockholders. Mr. Woestemeyer’s retirement decision did not involve any disagreements with the Registrant. The Board has initiated a search for a new director.
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.
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PROS HOLDINGS, INC.
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Date: February 25, 2020
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/s/ Damian Olthoff
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Damian Olthoff
General Counsel and Secretary
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