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

~~May~~Date 8of Report (Date of earliest event reported): June 30, 2025

Date of Report (Date of earliest event reported)

____________________

Progress Software Corporation

PROGRESS SOFTWARE CORP /MA

(Exact name of registrant as specified in its charter)


Delaware	0-19417	04-2746201
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)

15 Wayside Road, Suite 400, Burlington, Massachusetts	~~01803~~					01803
(Address of principal executive offices)	~~(Zip Code)~~					(Zip code)

Registrant’s telephone number, including area code: (781) 280-4000

(Registrant’s telephone number, including area code)

Not applicable

(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))


☐			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, $0.01 par value per share

PRGS

The Nasdaq Stock Market LLC

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. ☐

~~Item~~ ~~5.07. Submission of Matters to a Vote of Security Holders.~~☐

OnItem 2.02 ~~May~~Results ~~8, 2025, Progress Software Corporation (the “Company”) held its annual meeting~~ of ~~stockholders~~Operations ~~(the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities~~ and ~~Exchange~~Financial Commission on, and distributed to its stockholders commencing on or about, March 26, 2025 in connection with the Annual Meeting (the “Proxy Statement”). Set forth below are the final voting results for the matters submitted to a vote of stockholders at the Annual Meeting.Condition

On June 30, 2025, Progress Software Corporation (1"Progress") ~~The~~issued ~~election~~a ofpress ~~nine~~release ~~members~~announcing toits financial results for the ~~Board~~fiscal ofsecond ~~Directors~~quarter ended May 31, 2025. A copy of the ~~Company,~~press release is attached to ~~serve~~this ~~until~~Current ~~the~~Report ~~Company’s~~on ~~2026~~Form ~~Annual~~8-K ~~Meeting~~as ofExhibit ~~Stockholders;~~99.1 and is incorporated herein by reference.

(The information furnished pursuant to this Item 2).02, ~~The~~including ~~approval~~Exhibit 99.1, onshall annot ~~advisory~~be ~~basis,~~deemed "filed" for purposes of ~~the~~Section ~~compensation~~18 of the ~~Company’s~~Securities ~~named~~Exchange ~~executive~~Act ~~officers~~of 1934, as ~~disclosed~~amended in(the "Exchange Act"), or otherwise subject to the ~~Proxy~~liability ~~Statement;~~of that Section, and shall not be incorporated by reference into any other filing by Progress under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

~~(3)~~Item 7.01 ~~The~~Regulation ~~ratification~~FD ~~of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025.~~Disclosure

~~The~~In ~~following~~connection iswith athe ~~summary~~issuance of the ~~voting~~press ~~results~~release ~~for each~~attached ~~matter~~hereto ~~presented~~as Exhibit 99.1, the supplemental data attached as Exhibit 99.2 to this Current Report will be available on the ~~stockholders:~~Progress website within the investor relations section prior to the live conference call.

~~Proposal~~The 1information -furnished ~~Election~~pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed "filed" for purposes of ~~Directors:~~Section 18 of the Exchange Act, or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any other filing by Progress under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

	Total Vote For Each Director	Total Vote Withheld From Each Director	Broker Non-Votes
Paul T. Dacier	35,633,194	1,682,283	2,734,190
John R. Egan	35,360,552	1,954,925	2,734,190
Rainer Gawlick	37,140,232	175,245	2,734,190
Yogesh Gupta	36,601,401	714,076	2,734,190
Charles F. Kane	35,686,231	1,629,246	2,734,190
Samskriti Y. King	37,152,084	163,393	2,734,190
David A. Krall	35,802,868	1,512,609	2,734,190
Angela T. Tucci	37,160,779	154,698	2,734,190
Vivian Vitale	36,231,806	1,083,671	2,734,190

Item 9.01 Financial Statements and Exhibits

~~Proposal~~(d) ~~2 - Approval, on an advisory basis, of the compensation of the Company’s named executive officers:~~Exhibits.

For	Against	Abstain	Broker Non-Votes
Exhibit No.			Description
34,843,203	2,461,206	11,068	2,734,190
99.1			Press release issued by Progress Software Corporation dated June 30, 2025
99.2			Q2 2025 Supplemental Data
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Proposal 3 - Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025:~~SIGNATURES

For		Against		Abstain
37,755,725		2,282,448		11,494

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.

Signatures



Date:	June 30, 2025	Progress Software Corporation

		By:	/s/ ANTHONY FOLGER
			Anthony Folger
			Chief Financial Officer

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.

	Progress Software Corporation
Date: May 9, 2025
	By:	/s/ YUFAN STEPHANIE WANG
		YuFan Stephanie Wang
		Chief Legal Officer and Secretary

Filing Compare · PROGRESS SOFTWARE CORP /MA