PROS Holdings (NYSE: PRO) investors back merger and executive pay at special meeting

Rhea-AI Filing Summary

PROS Holdings, Inc. reported the results of a special stockholder meeting held on December 4, 2025 to vote on its previously announced merger with Project Portofino Parent LLC. Of 48,297,780 common shares entitled to vote as of the October 27, 2025 record date, 32,845,275 shares were present or represented by proxy, representing 68% of eligible votes and establishing a quorum.

Stockholders overwhelmingly approved the Merger Proposal, with 32,757,830 votes for, 60,712 against, and 26,733 abstentions, clearing a key step toward completing the merger, under which PROS will become a wholly owned subsidiary of Parent. They also approved, on a non-binding advisory basis, the Compensation Proposal related to payments to named executive officers in connection with the merger, with 32,208,218 votes for, 448,642 against, and 188,415 abstentions. Because the merger was approved, a proposal to adjourn the meeting, if needed, was not acted upon.

Positive

• Stockholders overwhelmingly approved the merger with Project Portofino Parent LLC, satisfying a key condition for PROS Holdings to be acquired and become a wholly owned subsidiary of Parent.
• Advisory approval of merger-related executive compensation (Proposal No. 2) passed with a large majority, indicating broad investor acceptance of the transaction’s pay arrangements.

Negative

• None.

Insights

M&A and corporate governance analyst

Shareholders strongly approved the PROS Holdings merger and related pay package.

The special meeting delivered decisive support for the acquisition of PROS Holdings, Inc. by Project Portofino Parent LLC. The merger proposal received 32,757,830 votes in favor versus only 60,712 against, indicating broad alignment between stockholders and the board on selling the company and taking it private as a wholly owned subsidiary of Parent.

Stockholders also approved, on a non-binding basis, the compensation that will or may be paid to named executive officers in connection with the merger, with 32,208,218 votes for and 448,642 against. This level of support reduces governance friction around transaction-related pay and suggests limited organized opposition to the deal terms disclosed.

With stockholder approval secured on December 4, 2025, the transaction moves past a key closing condition, although completion will still depend on any remaining contractual or regulatory conditions described in the merger agreement and related disclosures.

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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): December 4, 2025

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.)

3200 Kirby Drive, Suite 600

Houston

TX

77098

(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 5.07. Submission of Matters to a Vote of Security Holders.

On December 4, 2025, PROS Holdings, Inc., a Delaware corporation (the “Company”) held a special meeting of stockholders virtually via live webcast (the “Special Meeting”). As of the close of business on October 27, 2025, the record date for the Special Meeting, there were 48,297,780 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), outstanding and entitled to vote at the Special Meeting. A total of 32,845,275 shares of Common Stock were present or represented by proxy, representing 68% of the votes entitled to be cast at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting.

At the Special Meeting, holders of Common Stock voted on three proposals, as described in further detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on November 3, 2025.

At the Special Meeting, the Company’s stockholders were asked to consider and vote on the following matters:

Proposal No. 1 (the “Merger Proposal”) was to consider and vote on the proposal to approve the Agreement and Plan of Merger, dated as of September 22, 2025, by and among the Company, Project Portofino Parent LLC, a Delaware limited liability company (“Parent”), and Project Portofino Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Sub”), to effect the merger of Merger Sub with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Parent (the “Merger”).

Proposal No. 2 (the “Compensation Proposal”) was to consider and vote on the proposal to approve, by non-binding, advisory vote, the compensation that will or may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger.

Proposal No. 3 (the “Adjournment Proposal”) was to consider and vote on the proposal to adjourn the Special Meeting, if necessary, to ensure that any necessary supplement or amendment to the proxy statement was provided to Company stockholders a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the Merger Proposal.

At the Special Meeting, the Merger Proposal and the Compensation Proposal were approved; however, because the Merger Proposal was approved, the Adjournment Proposal was not necessary.

The final voting results for each proposal are set forth below.

Proposal No. 1 – The Merger Proposal

			Votes For												Votes Against												Abstentions
			32,757,830												60,712												26,733

Proposal No. 2 – The Compensation Proposal

			Votes For												Votes Against												Abstentions
			32,208,218												448,642												188,415

No other business properly came before the Special Meeting.

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.
December 4, 2025						/s/ Damian W. Olthoff
						Damian W. Olthoff
						General Counsel and Secretary

FAQ

What did PROS (PRO) stockholders vote on at the December 4, 2025 special meeting?

Stockholders voted on three items: the Merger Proposal to approve the Agreement and Plan of Merger with Project Portofino Parent LLC, a non-binding Compensation Proposal on merger-related executive pay, and an Adjournment Proposal to potentially postpone the meeting if more time or votes were needed.

Did PROS (PRO) stockholders approve the merger with Project Portofino Parent LLC?

Yes. The Merger Proposal was approved with 32,757,830 votes for, 60,712 against, and 26,733 abstentions, allowing PROS Holdings to proceed toward merging with Project Portofino Merger Sub, Inc. and becoming a wholly owned subsidiary of Parent.

How many PROS (PRO) shares were eligible to vote and how many were represented at the special meeting?

As of the October 27, 2025 record date, there were 48,297,780 PROS common shares outstanding and entitled to vote. At the special meeting, 32,845,275 shares were present or represented by proxy, representing 68% of the votes entitled to be cast and constituting a quorum.

What was the outcome of the advisory vote on merger-related executive compensation for PROS (PRO)?

The Compensation Proposal, a non-binding advisory vote on compensation that will or may be paid to PROS’s named executive officers in connection with the merger, was approved with 32,208,218 votes for, 448,642 against, and 188,415 abstentions.

Was the adjournment proposal used at the PROS (PRO) special meeting?

No. The Adjournment Proposal would have allowed the company to adjourn the meeting to provide additional proxy materials or solicit more votes, but because the merger proposal was approved, this proposal was not necessary and no adjournment was taken.

What does the merger approval mean for the future structure of PROS (PRO)?

With stockholder approval of the Merger Proposal, PROS Holdings is positioned to complete the merger in which Project Portofino Merger Sub, Inc. will merge with and into PROS, and PROS will survive as a wholly owned subsidiary of Project Portofino Parent LLC, subject to remaining conditions in the merger agreement.