Pros (PRO) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed all-cash merger, where each share will be converted into $23.25 in cash, representing a 53.2% premium to the 30-day average price before announcement and a 41.7% premium to the last closing price before announcement.

• The merger is with an affiliate of Thoma Bravo, with the company becoming a wholly owned subsidiary and its shares delisted from the NYSE.

• The board unanimously recommends voting in favor of the merger, the compensation proposal, and the adjournment proposal.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: approval of the merger agreement, a non-binding advisory vote on executive compensation related to the merger, and the potential adjournment of the meeting to solicit additional proxies or provide more information.

• Approval of the merger requires a majority of outstanding shares; failure to vote or abstaining has the same effect as voting against.

• Appraisal rights are available for shareholders who do not vote in favor and follow Delaware law procedures.

Board of directors and corporate governance

• The board is composed entirely of independent directors except for the CEO.

• The board formed a transaction committee of independent directors to oversee the sale process and market check.

• The board considered multiple strategic alternatives and conducted extensive market checks before recommending the merger.