Progress Software (PRGS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2026, will be held virtually, allowing global participation and online voting.

• 2025 marked the strongest year ever, driven by AI-focused acquisitions and robust execution of the Total Growth Strategy.

• Revenue grew 30% to $978M, with $235M in cash flow from operations and a 100% net retention rate.

• Key product launches included Progress Agentic RAG, ShareFile, and enhancements across the portfolio.

• Corporate Social Responsibility (CSR) initiatives advanced, focusing on people, community, and sustainability.

Voting matters and shareholder proposals

• Election of nine directors to serve until the 2027 Annual Meeting.

• Advisory vote on 2025 executive compensation (say-on-pay).

• Approval of increases in shares authorized under the 2008 Stock Option and Incentive Plan (+2M shares) and the 1991 Employee Stock Purchase Plan (+900K shares).

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

• Board recommends a vote FOR all proposals.

Board of directors and corporate governance

• Board comprises nine nominees, eight of whom are independent; diverse in gender, ethnicity, and experience.

• Chair and CEO roles are separated; all committees are independent.

• Annual director elections, director resignation policy, and robust stock ownership guidelines in place.

• Regular board and committee self-evaluations and proactive shareholder engagement.