Progress Software (PRGS) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 7, 2026, with virtual attendance available for shareholders.

• Shareholders are encouraged to review proxy materials and vote by May 6, 2026.

Voting matters and shareholder proposals

• Election of nine directors is up for shareholder approval.

• Advisory vote on executive compensation (say-on-pay) is included.

• Proposal to increase shares authorized under the 2008 Stock Option and Incentive Plan.

• Proposal to increase shares authorized under the 1991 Employee Stock Purchase Plan.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026.

Board of directors and corporate governance

• Board recommends voting in favor of all director nominees and proposals.

• Director nominees include Paul T. Dacier, John R. Egan, Rainer Gawlick, Yogesh K. Gupta, Charles F. Kane, Samskriti Y. King, David A. Krall, Angela T. Tucci, and Vivian M. Vitale.