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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): August 3, 2020
PRO-20200803_G1.JPG
PROS Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-33554
76-0168604
(Commission File Number)
(IRS Employer Identification No.)
 
3100 Main Street, Suite 900
Houston
TX
77002
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code
(713) 335-5151
(Former Name or Former Address, if Changed Since Last Report)
 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: 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Common stock $0.001 par value per share PRO New York Stock Exchange

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 29, 2020, the Board of Directors (the “Board”) of PROS Holdings, Inc. (the “Company”) increased the size of the Board to nine directors effective August 3, 2020, and appointed Ms. Catherine Lesjak to the Board as an independent director of the Company effective August 3, 2020, to serve as a Class III director with an initial term expiring at the 2022 Annual Meeting.

Ms. Lesjak 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 March 17, 2020. In connection with her appointment, Ms. Lesjak will also enter into the Company's standard indemnification agreement for directors, as set forth in Exhibit 10.24 to the Company's Annual Report on Form 10-K filed with the SEC on February 15, 2017.

There are no family relationships between Ms. Lesjak 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. Lesjak and any other persons pursuant to which Ms. Lesjak was selected as a director, and there are no transactions between Ms. Lesjak or any of her 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.

On August 3, 2020, the Company issued a press release announcing the appointment of Ms. Lesjak 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. Description
99.1









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: August 3, 2020


/s/ Damian W. Olthoff
Damian W. Olthoff
General Counsel and Secretary





Exhibit Index
Exhibit No. Description
99.1


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