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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 16, 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 16, 2023, the Board of Directors (the “Board”) of PROS Holdings, Inc. (the “Company”) increased the size of the Board to 10 directors effective November 16, 2023, and appointed Michelle Hughes Benfer to the Board as an independent director of the Company effective November 16, 2023, to serve as a Class III director with an initial term expiring at the 2025 annual meeting of stockholders.
Ms. Benfer 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. Benfer 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 Ms. Benfer 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. Benfer and any other persons pursuant to which Ms. Benfer was selected as a director, and there are no transactions between Ms. Benfer 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 16, 2023, the Company issued a press release announcing the appointment of Ms. Benfer 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 16, 2023/s/ Damian W. Olthoff
Damian W. Olthoff
General Counsel and Secretary







































PROS Holdings, Inc. Announces Appointment of Michelle H. Benfer to Board of Directors
HOUSTON, November 16, 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 Michelle H. Benfer to its board of directors effective November 16, 2023. Benfer joins the board as an independent director.
Benfer is a skilled leader with more than 20 years of experience leading and driving successful sales teams at some of the world’s most influential software and media companies. Benfer currently serves as Senior Vice President of Sales for BILL Holdings (NYSE: BILL), a leading financial operations platform for small and midsize businesses (“SMBs”). At BILL she is responsible for leading global Direct Sales. As a champion of SMBs, BILL’s integrated platform helps businesses thrive more efficiently via their payables, receivables and spend and expense management.
Prior to BILL, Benfer served in sales leadership roles for HubSpot (NYSE: HUBS), including most recently as Senior Vice President Sales, The Americas, where she led sales for LATAM, U.S. and Canada regions. Previously, Benfer also served as Global VP Sales at LogMeIn (now GoTo) driving their high-growth products and held various sales roles in several media companies, including AOL, Meredith Corporation, and Condé Nast.

“I am excited to welcome Michelle to the PROS board,” said PROS Non-Executive Chairman of the Board Bill Russell. “Her track record of developing, leading and scaling sales teams will be a great resource for us as PROS continues to grow its business. I look forward to working with her to create even greater long-term value for our shareholders.”

“Michelle is a strong addition to our team, and I am thrilled she is joining us,” said PROS President and CEO Andres Reiner. “Michelle’s experience in growing successful sales teams and driving customer acquisition make her an ideal partner for the PROS team as we aggressively pursue the tremendous market opportunity before us.”

"I am truly honored to join the PROS Board during this time when AI-powered solutions are being embraced by the market,” said Michelle Benfer. “I look forward to working with the team and sharing my experience and knowledge to help the company further drive success and capture additional market share.”

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
Jul. 25, 2023
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Nov. 16, 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
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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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