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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): November 8, 2023
PROS logo.jpg
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 classTrading symbol(s)Name of each exchange on which registered
Common stock $0.001 par value per sharePRONew 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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On November 8, 2023, the Board of Directors (the “Board”) of PROS Holdings, Inc. (the “Company”) appointed Cynthia M. Johnson to the Board as an independent director of the Company effective November 9, 2023, to serve as a Class I director with an initial term expiring at the 2026 annual meeting of stockholders.
Ms. Johnson will be entitled to the Company's standard compensation for non-employee directors, as described under ‘Director Compensation’ in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange
Commission ("SEC") on March 31, 2023. In connection with her appointment, Ms. Johnson will also enter into the Company's
standard indemnification agreement for directors and officers, as set forth in Exhibit 10.24 to the Company’s Annual Report on
Form 10K filed with the SEC on February 15, 2017 and incorporated by reference herein.

There are no family relationships between Mrs. Johnson and any director, executive officer or person nominated by the Company to become a director or executive officer, there are no arrangements or understandings between Ms. Johnson and any other persons pursuant to which Ms. Johnson was selected as a director, and there are no transactions between Ms. Johnson or any of her immediate family members, on the one hand, and the Company or any of its subsidiaries, on the other, that would be required to be reported under Item 404(a) of Regulation S-K.

Item 7.01.
Regulation FD Disclosure.

On November 9, 2023, the Company issued a press release announcing the appointment of Ms. Johnson to the Board. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated by reference into this Item 7.01.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits    
Exhibit No.Exhibit Description




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.
November 9, 2023  / s / Damian W. Olthoff
Damian W. Olthoff
General Counsel and Secretary







































PROS Holdings, Inc. Announces Appointment of Cynthia M. Johnson to Board of Directors

HOUSTON, November 9, 2023 – PROS Holdings, Inc. (NYSE: PRO), a leading provider of AI powered SaaS pricing, CPQ, revenue management, and digital offer marketing solutions, today announced the appointment of Cynthia M. Johnson to its board of directors effective November 9, 2023. Johnson joins the board as an independent director.

A seasoned sales leader with over 25 years of industry experience, Johnson has served as Senior Vice President, Global Solution Sales for ServiceNow (NYSE: NOW), a global, digital workflow company, since 2021. At ServiceNow, Johnson leads the global Solution Sales teams, a worldwide team of specialist sellers that delivers workflow and platform solutions through the full selling journey. Her team is responsible for building pipeline and driving revenue growth by delivering innovative experiences, accelerating digital transformation, and unlocking newfound productivity. In this role, she has helped drive sales team organizational alignment, established a winning culture through an ‘innovate everywhere’ mindset, and advanced new selling motions to build velocity at scale.

Prior to ServiceNow, Johnson served in sales leadership roles for Cisco (NASD: CSCO), including most recently as Vice President, Cloud Infrastructure and Software Group from 2012 to 2021, where she led sales for Cisco’s data center segment, including hardware, software and SaaS.

“I am thrilled to welcome Cynthia to PROS board,” said PROS Non-Executive Chairman of the Board Bill Russell. “As PROS continues to scale our business, her leadership experience and knowledge will be a great resource for us as we continue to work to drive shareholder value. I look forward to working with her.”

“We are proud to welcome such an accomplished sales leader as Cynthia to PROS board” said PROS President and CEO Andres Reiner. “As the market increasingly embraces AI solutions, I look forward to working with Cynthia to drive sales operational excellence and scale our business.”

"I am honored to embark on this exciting journey with the PROS Board to work together to drive growth and seize the extraordinary opportunities ahead of the company. We are at an important inflection point with the acceleration of AI-powered solutions, and in an incredible position to help customers truly optimize insights and enable smarter selling in the digital economy. I am eager to extend my go-to-market knowledge and selling model expertise to unlock new opportunities and advance the PROS mission,” said Cynthia Johnson.

Russell Reynolds advised the company in the Board search process.

About PROS
PROS Holdings, Inc. (NYSE: PRO) is a leading provider of AI-powered SaaS pricing, CPQ, revenue management, and digital offer marketing solutions. Our vision is to optimize every shopping and selling experience. With over 30 years of industry expertise and a proven track record of success, PROS helps B2B and B2C companies across the globe, in a variety of industries, including airlines, manufacturing, distribution, and services, drive profitable growth. The PROS Platform leverages AI to provide real-time predictive insights that enable businesses to drive revenue and margin improvements. To learn more about PROS and our innovative SaaS solutions, please visit our website at www.pros.com.



Forward-looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our financial outlook; expectations; ability to achieve future growth and profitability; management's confidence and optimism; positioning; customer successes; demand for our software solutions; pipeline; business expansion; revenue; subscription revenue; ARR; non-GAAP earnings (loss) per share; adjusted EBITDA; free cash flow; shares outstanding and effective tax rate. The forward-looking statements contained in this press release are based upon our historical performance and our current plans, estimates and expectations and are not a representation that such plans, estimates or expectations will be achieved. Factors that could cause actual results to differ materially from those described herein include, among others, risks related to: (a) the macroeconomic environment, (b) the effects of inflation, (c) the impact of the COVID-19 pandemic, (d) cyberattacks, data breaches and breaches of security measures within our products, systems and infrastructure or products, systems and infrastructure of third parties upon whom we rely, (e) increasing business from customers and maintaining subscription renewal rates, (f) managing our growth and profit objectives effectively, (g) disruptions from our third party data center, software, data, and other unrelated service providers, (h) implementing our solutions, (i) cloud operations, (j) intellectual property and third-party software, (k) acquiring and integrating businesses and/or technologies, (l) catastrophic events, (m) operating globally, including economic and commercial disruptions, (n) potential downturns in sales and lengthy sales cycles, (o) software innovation, (p) competition, (q) market acceptance of our software innovations, (r) maintaining our corporate culture, (s) personnel risks including loss of any key employees and competition for talent, (t) expanding and training our direct and indirect sales force, (u) evolving data privacy, cyber security and data localization laws, (v) our debt repayment obligations, (w) the timing of revenue recognition and cash flow from operations, (x) migrating customers to our latest cloud solutions, and (y) returning to profitability. Additional information relating to the risks and uncertainties affecting our business is contained in our filings with the SEC. These forward-looking statements represent our expectations as of the date hereof. Subsequent events may cause these expectations to change, and PROS disclaims any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise.

###

PROS Investor Relations Belinda Overdeput 713-335-5879 ir@pros.com


v3.23.3
Document and Entity Information Document
Oct. 31, 2023
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Nov. 08, 2023
Entity Registrant Name PROS Holdings, Inc.
Entity Central Index Key 0001392972
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 001-33554
Entity Tax Identification Number 76-0168604
Entity Address, Address Line One 3200 Kirby Drive, Suite 600
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77098
City Area Code (713)
Local Phone Number 335-5151
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock $0.001 par value per share
Trading Symbol PRO
Security Exchange Name NYSE
Entity Emerging Growth Company false
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