---

---

---

---

---

---

---

---

---

---

---

---

•	Reduction in annual expenses by almost $40 million over the past two years;

•	400 bps operating margin expansion in fiscal 2018;

•	Key product releases in our core product lines, including OpenEdge, Sitefinity and Kendo UI;

•	90%+ renewal rates in fiscal 2018 for OpenEdge, our flagship product;

•	Over $120 million in cash from operations generated in fiscal 2018; and

•	Nearly $150 million of capital returned to stockholders in fiscal 2018, including more than $25 million in dividends.

---

---

(1)

Represents fees billed for each of the last two fiscal years for professional services rendered for the audit of our annual financial statements included in Form 10-K and reviews of financial statements included in our interim filings on Form 10-Q, as well as statutory audit fees related to our wholly-owned foreign subsidiaries. In accordance with the policy on Audit Committee pre-approval, 100% of audit services provided by the independent registered public accounting firm are pre-approved.

(2)	Includes fees primarily for tax services. In accordance with the policy on Audit Committee pre-approval, 100% of tax services provided by the independent registered public accounting firm are pre-approved.

(3)

Represents for 2018 fees billed for audit services in connection with the implementation of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), and for 2017, fees billed for audit services in connection with the acquisitions of DataRPM Corporation and Kinvey, Inc., both of which were completed during fiscal 2017. In accordance with the policy on Audit Committee pre-approval, 100% of audit-related services provided by the independent registered public accounting firm are pre-approved.

---

(1)	To elect eight directors nominated by our Board of Directors;

(2)	To hold an advisory vote on the compensation of our named executive officers;

(3)	To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2019; and

(4)	To transact any other business as may properly come before the Annual Meeting and any adjournment or postponement of the meeting.

---

A:	You will be voting on the following items of business:

1.	To elect eight directors to serve until the Annual Meeting of Stockholders to be held in 2020;

2.	To hold an advisory vote on the compensation of our named executive officers (say-on-pay vote);

3.	To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending November 30, 2019; and

4.	To transact any other business as may properly come before the Annual Meeting and any adjournment or postponement of that meeting.

A:

All stockholders as of the close of business on March 20, 2019, the record date, or their duly appointed proxies, may attend the meeting. If you plan to attend the meeting, please note that you will need to bring your proxy card or voting instruction card and valid picture identification, such as a driver’s license or passport. Cameras, recording devices and other electronic devices will not be permitted at the meeting and all mobile phones must be silenced during the meeting.

A:	Only stockholders of record at the close of business on March 20, 2019, the record date for the meeting, are entitled to receive notice of and to participate in the Annual Meeting. If you were a stockholder of record on that date, you will be entitled to vote all shares that you held on that date at

---

A:	Each share of our common stock outstanding on the record date will be entitled to one vote on each matter considered at the meeting.

Q:	What is the difference between holding shares as a stockholder of record and holding shares     as a beneficial owner?

A:

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and these proxy materials are being sent directly to you by us. As the stockholder of record, you have the right to grant your voting proxy directly to us by completing, signing, dating and returning a proxy card, or to vote in person at the Annual Meeting.

A:

A quorum is the minimum number of our shares of common stock that must be represented at a duly called meeting in person or by proxy to legally conduct business at the meeting. For the Annual Meeting, the presence, in person or by proxy, of the holders of at least 22,246,577 shares, which is a simple majority of the 44,493,152 shares outstanding as of the record date, will be considered a quorum allowing votes to be taken and counted for the matters before the stockholders.

---

A:

Brokers cannot vote on their customers’ behalf on “non-routine” proposals such as Proposal One, the election of directors and Proposal Two, the advisory vote on the compensation of our named executive officers (say-on-pay vote). Because brokers require their customers’ direction to vote on such non-routine matters, it is critical that stockholders provide their brokers with voting instructions. Proposal Three, the ratification of the appointment of our independent registered public accounting firm, will be a “routine” matter for which your broker does not need your voting instruction to vote your shares.

A:	If you are a stockholder of record, you have the option of submitting your proxy card by internet, phone or mail or attending the meeting and delivering the proxy card. The designated proxy will vote per your instructions. You may also attend the meeting and personally vote by ballot.

•	elect the eight individuals nominated by our Board of Directors;

•	approve the advisory vote on the compensation of our named executive officers (say-on-pay vote); and

•	approve the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending November 30, 2019.

---

•	FOR Proposal One — elect the eight nominees to the Board of Directors.

•	FOR Proposal Two — approve the advisory vote on the compensation of our named executive officers (say-on-pay vote).

•	FOR Proposal Three— approve the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending November 30, 2019.

A:	You may revoke your vote at any time before the proxy is exercised by filing with our Secretary a written notice of revocation or by signing and duly delivering a proxy bearing a later date. At the meeting, you may revoke or change your vote by submitting a proxy to the inspector of elections or voting by ballot. Your attendance at the meeting will not by itself revoke your vote.

A:

The nominees who receive the most votes (also known as a “plurality” of the votes cast) will be elected. You may vote either FOR the nominee or WITHHOLD your vote from the nominee. Votes that are withheld will not be included in the vote tally for the election of the directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of the director. As a result, any shares not voted by a customer will be treated as a broker non-vote. These broker non-votes will have no effect on the results of this vote.

---

A:

The other proposals will be approved if these proposals receive the affirmative vote of a majority of the shares present or represented and entitled to vote on these proposals. Abstentions will have the same effect as a vote "against" each of Proposals Two and Three. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on Proposal Two. As a result, any shares not voted by a customer will be treated as a broker non-vote. Those broker non-votes will have no effect on the results of the vote with respect to this Proposal.

A:	We will pay the cost of preparing, mailing and soliciting proxies, including preparation, assembly, printing and mailing of this proxy statement and any additional information furnished to stockholders. We may reimburse banks, brokerage houses, fiduciaries and custodians for their out-of-pocket expenses for forwarding solicitation materials to beneficial owners.

A:

In some cases, stockholders holding their shares in a brokerage or bank account who share the same surname and address and have not given contrary instructions received only one copy of the proxy materials. This practice is designed to reduce duplicate mailings and save printing and postage costs. If you would like to have a separate copy of our Annual Report and/or proxy statement mailed to you or to receive separate copies of future mailings, please contact Broadridge Financial Solutions, Inc. by mail at Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or by phone at (866) 540-7095. Such additional copies will be delivered promptly upon receipt of such request.

---

A:	Broadridge Financial Solutions, Inc. will tabulate the voting results. We will announce the voting results at the Annual Meeting and we will publish the results by filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) within four business days of the Annual Meeting.

---

---

•	7 of 8 nominees are independent – If the director nominees are elected at the Annual Meeting, the Board will continue to be composed of one employee director (Mr. Gupta, our CEO) and seven non-employee directors (Messrs. Egan, Dacier, Gawlick, Kane and Krall and Mses. King and Tucci).

•	Regular executive sessions of independent directors – Our independent directors meet in executive session without the Chief Executive Officer at every regularly scheduled Board meeting to discuss, among other matters, the performance of the Chief Executive Officer.

•	Committees are independent – Each of the Board’s committees are strictly comprised of independent directors.

•	Independent compensation consultant – The compensation consultant retained by the Compensation Committee is independent of the Company and management.

---

o	calling meetings of the Board and independent directors;

o	setting the agenda for Board meetings in consultation with the CEO and our Secretary;

o	chairing executive sessions of the independent directors;

o	leading the full Board in the annual CEO performance evaluation;

o	engaging with stockholders;

o	acting as an advisor to Mr. Gupta on strategic aspects of the CEO role with regular consultations on major developments and decisions likely to interest the Board; and

o	performing other duties specified in the Corporate Governance Guidelines or assigned by the Board.

---

•	Community Engagement – We engage in the global community and support our employees that do so as well. Our community engagement endeavors have historically been driven by the passions of our employees, who have dedicated their time and fundraising efforts towards causes as diverse as our global employee population, with meaningful support from the Company.

•

Inclusion and Diversity – Progress is an inclusive workplace where opportunities to succeed are available to everyone. As a multicultural company serving a global community, we encourage a wide range of views and celebrate our diverse backgrounds. Our unique combination of perspectives inspires innovation, connects us to our customers and positively affects our communities. We seek employees with diverse backgrounds and viewpoints and are committed to creating a culture of innovation and inspiration where employees feel a strong sense of community and collective pride in our success.

---

•

Human Capital Development – Another way we advance our commitment to Corporate Responsibility is in our commitment to our employees, who are key to our success.  As noted above, we are investing in programs to ensure that we maintain a diverse and inclusive environment.  Furthermore, we invest significant resources to developing the talent we need to strengthen our company while at the same time deepening our employees’ skill sets and furthering their careers with us.  Through our communication and engagement efforts, our employees better understand how their work contributes to the overall strategy of the company.  We also gain valuable feedback on those programs designed to enhance their employee experience.  We also focus our human capital management efforts on rewarding performance that balances risk and reward, empowering professional growth and development, and investing in health, emotional and financial wellness.  We provide compensation, benefits, and resources to employees that reflect our commitment to being a great place to work.

•	Environmental Sustainability – Progress’s products help companies run more efficiently. Each of our solutions is created with these principles of action in mind:

o	Responsible citizenship

o	Protection of the earth

o	Sustainable use of natural resources

o	Reduction of waste

o	Energy conservation

o	Safe and healthy work environment

•	Each of our directors stands for election every year. We do not have a classified or staggered board.

•	We have adopted a majority voting policy for directors, as described below under “Our Majority Voting Policy.”

•	Holders of 40% of outstanding shares can call a special meeting (lowered from 80% in March 2019).

•	We have no stockholders rights plan (“poison pill”) in place.

---

---

---

---

---

•	at least five years of business experience;

•	no identified conflicts of interest as a prospective director of our company;

•	no convictions in a criminal proceeding (aside from traffic violations) during the five years prior to the date of selection; and

•	willingness to comply with our Code of Conduct and Business Ethics.

---

•	direct experience in the software industry or in the markets in which we operate;

•	an understanding of, and experience in, accounting, legal, finance, product, sales and/or marketing matters;

•	experience on other public or private company boards;

•	leadership experience with public companies or other major organizations; and

•	diversity of the Board, considering the business and professional experience, educational background, reputation, and industry expertise across various market segments and technologies relevant to our business, as well as other relevant attributes of the candidates.

---

•	the name and address of record of the stockholder;

•	a representation that the stockholder is a record holder of our common stock, or if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

•	the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the proposed director candidate;

•	a description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications described above;

•	a description of all arrangements or understandings between the stockholder and the proposed director candidate; and

•	any other information regarding the proposed director candidate that is required to be included in a proxy statement filed under SEC rules.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

•	Audit Committee - $25,000 for the Chair and $20,000 for the other members;

•	Compensation Committee - $25,000 for the Chair and $15,000 for the other members;

•	Nominating and Corporate Governance Committee - $12,500 for the Chair and $10,000 for the other members; and

•	Mergers and Acquisitions Committee - $12,500 for the Chair and $10,000 for the other members

---

(1)	Includes, in the case of each of Messrs. Dacier and Gawlick, payment of one-half of the annual cash retainer for the period from December 2017 to June 2018.

(2)	The number of outstanding unvested DSUs held by each director as of November 30, 2018 is shown in the table below. No director held stock options.

---

(3)

Represents the fair value of the awards, less the present value of expected dividends, measured at the grant date. The number of units granted to each Director was determined by dividing the grant date value of the award, $200,000, by $38.82, the closing price of our common stock on June 29, 2018. In the case of Messrs. Dacier and Gawlick, also includes 2,688 units granted on April 2, 2018, as the second half of the annual equity retainer for each such director’s service on our Board in fiscal 2018, determined by dividing the grant date value of the award, $100,000, by $37.21, the closing stock price of our common stock on April 2, 2018. In the case of Mses. King and Tucci, also includes 8,063 units granted on April 2, 2018, in connection with each such director’s initial appointment to our Board, determined by dividing the grant date value of the award, $300,000, by $37.21, the closing stock price of our common stock on April 2, 2018.

(4)	Mr. Mark was a director for a portion of 2018 but did not stand for re-election at the 2018 Annual Meeting.

---

---

---

(1)

Represents fees billed for each of the last two fiscal years for professional services rendered for the audit of our annual financial statements included in Form 10-K and reviews of financial statements included in our interim filings on Form 10-Q, as well as statutory audit fees related to our wholly-owned foreign subsidiaries. In accordance with the policy on Audit Committee pre-approval, 100% of audit services provided by the independent registered public accounting firm are pre-approved.

---

(2)	Includes fees primarily for tax services. In accordance with the policy on Audit Committee pre-approval, 100% of tax services provided by the independent registered public accounting firm are pre-approved.

(3)

Represents for 2018 fees billed for audit services in connection with the implementation of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), and for 2017, fees billed for audit services in connection with the acquisitions of DataRPM Corporation and Kinvey, Inc., both of which were completed during fiscal 2017. In accordance with the policy on Audit Committee pre-approval, 100% of audit-related services provided by the independent registered public accounting firm are pre-approved.

•	Request for approval of services at a meeting of the Audit Committee; or

•	Request for approval of services by the Chairman of the Audit Committee and then the approval by the full committee at the next meeting of the Audit Committee.

---

---

---

---

---

---

•	Yogesh Gupta, our President and Chief Executive Officer;

•	Paul Jalbert, our Chief Financial Officer;

•	John Ainsworth, our Senior Vice President, Core Products;

•	Loren Jarrett, our Chief Marketing Officer;

•	Gary Quinn, our Senior Vice President, Core Field Organization; and

•	Dmitri Tcherevik, our Chief Technology Officer.

---

---

•	Reduction in annual expenses by almost $40 million over the past two years;

•	400 bps operating margin expansion in fiscal 2018;

•	Key product releases in our core product lines, including OpenEdge, Sitefinity and Kendo UI;

•	90%+ renewal rates in fiscal 2018 for OpenEdge, our flagship product;

•	Over $120 million in cash from operations generated in fiscal 2018; and

•	Nearly $150 million of capital returned to stockholders in fiscal 2018, including more than $25 million in dividends.

---

---

---

(1)

Total Target Compensation is defined as the sum of (a) annual base salary, (b) target bonus, (c) the value of stock options awarded, equal to the number of options granted multiplied by the Black-Scholes value of our stock on the grant date (d) the value of restricted stock units awarded, equal to the number of RSUs granted multiplied by the closing price of our stock on the grant date and (e) the value of the PSUs awarded under the Long Term Incentive Plan, equal to the number of PSUs granted multiplied by the closing price of our stock on the grant date.

(2)

Total Realizable Compensation is defined as the sum of (a) annual base salary, (b) actual corporate bonus plan award paid, (c) the “in-the-money” value of stock options, (d) the value of restricted stock units awarded, equal to the number of RSUs granted multiplied by the closing price of our stock on November 30, 2018, which was $35.16, and (e) the value of PSUs awarded, determined by measuring the performance thus far in the performance period and determining the resulting level of assumed payout as of the most recent fiscal year end. We excluded the value of the PSUs awarded under the Long Term Incentive Plan in each of fiscal 2016 and fiscal 2017 because, as of the end of our fiscal year ended November 30, 2018, none of those PSUs would vest. With respect to the 2018 LTIP PSUs, based on company performance thus far in the performance period, we have assumed achievement of that portion of the PSUs tied to cumulative operating income at target levels. As a result of our financial performance in fiscal years 2016, 2017 and 2018, Mr. Gupta earned 15%, 115% and 62% of his annual bonus, respectively.

---

---

---

---

---

---

---

---

---

---

---

---

---

(1)	Mr. Gupta became our Chief Executive Officer in October 2016. We entered into an employment agreement with Mr. Gupta setting forth the terms of his compensation described above.

(2)	Represents cash payable upon achievement of target performance under our Corporate Bonus Plan. Based on company performance, Mr. Gupta earned 115% of his bonus for fiscal 2017.

(3)	Mr. Gupta did not receive an award of time-based RSUs in fiscal 2017 because he received time-based RSUs in October 2016 as part of his new hire award in connection with his becoming Chief Executive Officer.

(5)	Represents PSUs issued to our executive officers under our Long-Term Incentive Plan that are subject to three-year relative total shareholder return performance measures.

(6)	We evaluated Mr. Gupta’s fiscal 2017 target annual cash compensation against our compensation peer group to determine whether any changes should be made. We determined that Mr. Gupta’s target annual cash compensation was in line with the market data and made no changes for fiscal 2018.

(7)	Represents cash payable upon achievement of target performance under our Corporate Bonus Plan. Based on company performance, Mr. Gupta earned 62% of his bonus for fiscal 2018.

(8)

We evaluated Mr. Gupta’s fiscal 2017 target annual equity compensation against our compensation peer group to determine whether any changes should be made. Based on the market data, Mr. Gupta’s target annual equity compensation was in the 25th percentile of market data and accordingly, we determined that Mr. Gupta’s target annual equity compensation should be increased to $3,650,000, with 50% of such award being in the form of LTIP PSUs, 30% being in the form of time-based RSUs and 20% being in the form of stock options.

(9)	RSUs vest in equal installments every six months over three years beginning on October 1, 2018.

---

(1)	Mr. Jalbert was promoted to Chief Financial Officer in March 2017. Prior to that time, he served as our Vice President, Chief Accounting Officer. In connection with Mr. Jalbert’s promotion, we entered into an employment agreement with Mr. Jalbert setting forth the terms of his compensation described above.

(2)	Mr. Jalbert’s base salary prior to his promotion was $270,504 and his target bonus was $108,202.

(3)	Represents cash payable upon achievement of target performance under our Corporate Bonus Plan. Based on the performance under the Corporate Bonus Plan, Mr. Jalbert earned 115% of his fiscal 2017 target bonus.

(4)	As part of his promotion to Chief Financial Officer, Mr. Jalbert received an annual equity award of $1,000,000 consisting of 50% PSUs under our Long-Term Incentive Plan, 30% time-based RSUs and 20% stock options.

(5)	RSUs vest in equal installments every six months over three years beginning on October 1, 2017.

(6)	Stock options vest in equal installments every six months over four years beginning on October 1, 2017.

(7)	PSUs issued to our executive officers under our Long-Term Incentive Plan are subject to three-year relative total shareholder return performance measures.

(8)	Represents a one-time award of RSUs granted in connection with Mr. Jalbert's becoming our Chief Financial Officer. These RSUs are subject to three-year cliff vesting, subject to continued employment. The vesting of all or part of this award may be accelerated in the event of a change in control or involuntary termination.

---

(1)	Mr. Ainsworth became our Senior Vice President, Core Products in January 2017. We entered into an offer letter with Mr. Ainsworth setting forth the terms of his compensation described above.

(2)	Represents cash payable upon achievement of target performance under our Corporate Bonus Plan. Based on the performance under the Corporate Bonus Plan, Mr. Ainsworth earned 115% of his fiscal 2017 target bonus prorated to reflect his employment commencement date.

(3)	Mr. Ainsworth received an annual equity award of $700,000 consisting of 50% PSUs under our Long-Term Incentive Plan, 30% time-based RSUs and 20% stock options.

(4)	RSUs vest in equal installments every six months over three years beginning on October 1, 2017.

(5)	Stock options vest in equal installments every six months over four years beginning on October 1, 2017.

---

(6)	PSUs issued to our executive officers under our Long-Term Incentive Plan are subject to three-year relative total shareholder return performance measures.

(7)	Represents a one-time award of RSUs granted in connection with Mr. Ainsworth joining our company. These RSUs vest in equal installments every six months over three years beginning on October 1, 2017.

---

(1)	Ms. Jarrett became our Chief Marketing Officer in January 2017. We entered into an offer letter with Ms. Jarrett setting forth the terms of her compensation described above.

(2)	Represents cash payable upon achievement of target performance under our Corporate Bonus Plan. Based on the performance under the Corporate Bonus Plan, Ms. Jarrett earned 115% of her fiscal 2017 target bonus prorated to reflect her employment commencement date.

(3)	Ms. Jarrett received an annual equity award of $700,000 consisting of 50% PSUs under our Long-Term Incentive Plan, 30% time-based RSUs and 20% stock options.

(4)	RSUs vest in equal installments every six months over three years beginning on October 1, 2017.

(5)	Stock options vest in equal installments every six months over four years beginning on October 1, 2017.

(6)	PSUs issued to our executive officers under our Long-Term Incentive Plan are subject to three-year relative total shareholder return performance measures.

(7)	Represents a one-time award of RSUs granted upon Ms. Jarrett joining our company. These RSUs vest in equal installments every six months over three years beginning on October 1, 2017.

---

(1)	Mr. Quinn became our Senior Vice President, Core Field Organization in August 2017. We entered into an offer letter with Mr. Quinn setting forth the terms of his compensation described above.

(3)	Mr. Quinn received a combined annual/new hire equity award of $1,000,000 consisting of 50% PSUs under our Long-Term Incentive Plan, 30% time-based RSUs and 20% stock options, which amount is the equivalent of a $700,000 annual equity award and a $300,000 new hire equity award.

(4)	RSUs vest in equal installments every six months over three years beginning on April 1, 2018.

(6)	PSUs issued to our executive officers under our Long-Term Incentive Plan are subject to three-year relative total shareholder return performance measures.

---

(1)	Mr. Tcherevik became our Chief Technology Officer in April 2017. We entered into an offer letter with Mr. Tcherevik setting forth the terms of his compensation described above.

(2)	Represents cash payable upon achievement of target performance under our Corporate Bonus Plan. Based on the performance under the Corporate Bonus Plan, Mr. Tcherevik earned 115% of his fiscal 2017 target bonus prorated to reflect his employment commencement date.

(3)	Mr. Tcherevik received a combined annual/new hire equity award of $1,000,000 consisting of 50% PSUs under our Long-Term Incentive Plan, 30% time-based RSUs and 20% stock options, which amount is the equivalent of a $700,000 annual equity award and a $300,000 new hire equity award.

---

(4)	RSUs vest in equal installments every six months over three years beginning on April 1, 2018.

(6)	PSUs issued to our executive officers under our Long-Term Incentive Plan are subject to three-year relative total shareholder return performance measures.

---

---

(1)	Targets and actual achievement figures shown in the table above are based on budgeted exchange rates. For purposes of computing non-GAAP Operating Income, bonus expense is added back to the Threshold, Target, Maximum, and Actual achievement amounts.

---

(1)

Mr. Quinn’s target bonus of $243,750 is composed of two parts. Two-thirds of this target, or $162,250, is tied to achievement of target performance under the Corporate Bonus Plan and one-third of this target, or $81,500, is tied to the achievement of financial objectives with respect to the product lines that make up our Core A Products. Based on company performance, in fiscal 2018, Mr. Quinn earned 62% of the portion of his fiscal 2018 target bonus that is tied to the Corporate Bonus Plan.

---

---

---

---

---

---

---

---

•	A detailed planning process with executive or Compensation Committee oversight exists for all compensation programs.

•	The proportion of an employee’s performance-based pay increases as the responsibility and potential impact of the employee’s position increases, which structure is in line with market practices.

•	Compensation consists of both fixed and variable components. The fixed portion (i.e., base salary) and variable portion (i.e., performance-based bonus and equity awards) provide a mix of compensation intended to produce corporate performance without encouraging excessive risks.

•	We set performance goals that we believe are aggressive and consistent with building long-term stockholder value.

•	We use consistent corporate performance metrics from year-to-year rather than changing the metric to take advantage of changing market conditions.

---

•	Our short-term incentive plans are capped as to the maximum potential payout, which we believe mitigates excessive risk taking by limiting bonus payments even if we dramatically exceed the performance targets.

•	The time-based vesting for RSUs and stock options ensures that our executives’ interests align with those of our stockholders for the long-term performance of our company.

•	Assuming achievement of at least a minimum level of performance, payouts under our performance-based plans result in some compensation at levels below full target achievement, rather than an “all-or-nothing” approach.

•	In accordance with our written stock option grant policy, all equity grants must occur at a meeting of the Compensation Committee and management has no authority to issue equity.

•	The Compensation Committee retains and does not delegate any of its power to determine matters of executive compensation.

•	We maintain a system of controls and procedures designed to ensure that amounts are earned and paid in accordance with our plans and programs.

•	We do not allow our executives and directors to hedge their exposure to ownership of, or interest in, our stock. We also do not allow them to engage in speculative transactions with respect to our stock.

(a)	Mr. Gupta;

(b)	Mr. Jalbert; and

(c)	Mr. Ainsworth, Ms. Jarrett, Mr. Quinn and Mr. Tcherevik, our four other named executive officers.

---

(1)

These amounts do not reflect the actual economic value realized by the named executive officer. In accordance with FASB ASC Topic 718, we estimate the fair value of each stock-based award on the measurement date, less the present value of expected dividends, using either the current market price of the stock or the Monte Carlo Simulation valuation model, assuming the probable outcome of related performance conditions at target levels. See the description of our 2018 Annual Equity Program described in “Compensation Discussion and Analysis” in this proxy statement. The value at grant date of the LTIP PSUs included in the fiscal 2018 amounts shown in this column, assuming the highest level of performance conditions achieved (payout at 200% of target) are, $4,137,220 for Mr. Gupta, $1,507,504 for Mr. Jalbert and $793,454 for each of Messrs. Ainsworth, Quinn and Tcherevik and Ms. Jarrett. The value at grant date of the LTIP PSUs included in the fiscal 2017 amounts shown in this column, assuming the highest level of performance conditions achieved (payout at 200% of target) are, $2,484,480 for Mr. Gupta, $726,336 for Mr. Jalbert, $1,209,916 for Mr. Quinn, $986,436 for Mr. Tcherevik and $726,336 for each of Mr. Ainsworth and Ms. Jarrett.

(2)

Represents the grant date fair value of options on the date of grant. The grant date fair value of our options is equal to the number of shares subject to the option multiplied by the fair value of our options on the date of grant determined using the Black-Scholes option valuation model. The methodology and assumptions used to calculate the Black-Scholes value of our options are described in Note 11 of the consolidated financial statements contained in our Annual Report.

---

(3)	The amounts listed reflect the amounts earned under our Corporate Bonus Plan as described in “Compensation Discussion and Analysis” in this proxy statement. For all individuals, bonus payments were accrued and earned in the year indicated and paid in the succeeding fiscal year.

(4)	Amounts listed in this column for 2018 include:

(5)	Mr. Gupta became our Chief Executive Officer on October 10, 2016. The amounts shown for Mr. Gupta in 2016 are base salary and non-equity incentive plan compensation for the period of October 10, 2016 until November 30, 2016.

(6)	Mr. Jalbert became our Chief Financial Officer on March 24, 2017. Mr. Jalbert was not a named executive officer in fiscal 2016.

(7)	Mr. Ainsworth became SVP, Core Products on January 16, 2017. The amounts shown for Mr. Ainsworth in 2017 are base salary and non-equity incentive plan compensation for the period of January 16, 2017 until November 30, 2017. Also, the amount listed in the “Bonus” column is a one-time signing bonus paid to Mr. Ainsworth upon joining our company.

(8)	Ms. Jarrett became Chief Marketing Officer on January 16, 2017. The amounts shown for Ms. Jarrett in 2017 are base salary and non-equity incentive plan compensation for the period of January 16, 2017 until November 30, 2017. Also, the amount listed in the “Bonus” column is a one-time signing bonus paid to Ms. Jarrett upon joining our company.

(9)	Mr. Quinn became SVP, Core Field Organization on August 14, 2017. The amounts shown for Mr. Quinn in 2017 are base salary and non-equity incentive plan compensation for the period of August 14, 2017 until November 30, 2017.

---

(1)	Awards granted on January 12, 2018 were approved by the Compensation Committee on January 4, 2018.

(3)

The second row of these columns with respect to each named executive officer represents performance share units awarded under our Long-Term Incentive Plan. These columns show the performance share units that could be earned at threshold, target and maximum levels of performance. If we do not achieve a threshold performance metric, no performance share units will be earned with respect to that performance

---

(4)

Except as described in the next sentence, represents RSUs that vest, so long as the executive continues to be employed with us, in six equal installments over three years beginning approximately nine months after date of issuance. In the case of the grants made on October 15, 2018, represents RSUs that vest, so long as the executive continues to be employed with us, according to the following schedule: one-third of the RSUs vest approximately 12 months after the date of issuance and the remainder vest in four equal semiannual installments beginning approximately 18 months after the date of issuance.

(5)	Represents stock options that vest, so long as the executive continues to be employed with us, in eight equal installments over four years beginning approximately nine months after date of issuance.

(6)

In the case of RSUs and LTIP PSUs, represents the fair value of the awards, less the present value of expected dividends, measured at the grant date. In the case of stock options, the grant date fair value is equal to the number of shares subject to the option multiplied by the fair value of our options on the date of grant determined using the Black-Scholes option valuation model. The methodology and assumptions used to calculate the Black-Scholes value of our options are described in Note 11 of the consolidated financial statements contained in our Annual Report.

---

---

(1)	The unvested shares shown in this column are RSU awards that are subject to time-based vesting.

(2)	The market value of unvested RSUs was calculated as of November 30, 2018 based on the closing price of our common stock on NASDAQ of $35.16 on that date.

---

•	the payment of cash severance equal to 18 months of total target cash compensation as of the date of termination, which will be paid over 18 months;

---

•	the continuation, for a period of 18 months, of benefits that are substantially equivalent to the benefits (medical, dental, and vision) that were in effect immediately prior to termination; and

•	18 months of acceleration of unvested stock options and RSUs (but not unvested performance equity).

•	the payment of his annual target cash bonus on a pro-rata basis with respect to the elapsed part of the relevant fiscal year;

•	accelerated vesting of all unvested stock options and RSUs, unless the acquirer assumes all such options and restricted equity. If such outstanding stock options and shares of restricted equity held by Mr. Gupta are continued by us or assumed by our successor entity, then vesting will continue in its usual course; and

---

•

accelerated determination of PSUs earned under outstanding LTIPs, unless the acquirer assumes such LTIPs. Upon the change in control, our Compensation Committee will determine the number of PSUs that are eligible to be earned based on the actual attainment of the relevant metrics as of the change in control. Those PSUs determined to be earned will not become fully vested until the conclusion of the original three-year performance period, subject to the continued employment of Mr. Gupta through such date.

•	the payment of cash severance equal to 24 months of total target cash compensation as of the date of termination, which will be paid over 24 months;

•	the continuation, for a period of 24 months, of benefits that are substantially equivalent to the benefits (medical, dental, and vision) that were in effect immediately prior to termination;

•	accelerated vesting of all unvested stock options and RSUs; and

•	accelerated payout of PSUs determined to be earned under LTIPs outstanding as of the change in control.

•	the payment of cash severance equal to 12 months of total target cash compensation as of the date of termination, which will be paid over 12 months;

•	the continuation, for a period of 12 months, of benefits that are substantially equivalent to the benefits (medical, dental, and vision) that were in effect immediately prior to termination;

•	12 months of acceleration of unvested stock options and RSUs (but not unvested performance equity); and

---

•	one-fourth acceleration of Mr. Jalbert’s special RSU award, if the termination occurs prior to March 24, 2018 and one-half acceleration of Mr. Jalbert’s special RSU award, if the termination occurs after March 24, 2018 but prior to March 24, 2019.

•	the payment of cash severance equal to 12 months of total target cash compensation as of the date of termination, which will be paid over 12 months;

•	the continuation, for a period of 12 months, of benefits that are substantially equivalent to the benefits (medical, dental, and vision) that were in effect immediately prior to termination; and

•	12 months of acceleration of unvested stock options and RSUs (but not unvested performance equity).

---

---

(1)	The amounts shown in the first column, with respect to stock options and RSUs, represent the value of certain unvested options and RSUs becoming fully vested and are calculated using the exercise price for

---

(2)

In the event of a change in control, there is no accelerated vesting of options or RSUs provided that the acquirer assumes all existing, outstanding stock options and RSUs of the individual. These tables have been prepared under that assumption. However, if the acquirer does not assume all existing, outstanding stock options and RSUs of the individual, in the case of Messrs. Gupta and Jalbert, all unvested stock options and RSUs become fully vested and the values of stock options and RSUs indicated in the third column would apply upon a change in control, and in the case of Messrs. Ainsworth, Quinn and Tcherevik and Ms. Jarrett, there is limited (12 month) accelerated vesting of stock options and RSUs, and the values of stock options and RSUs indicated in the first column would apply upon a change of control. The amounts shown in the first and third columns are calculated using the exercise price for each unvested stock option and the closing price of our common stock on November 30, 2018, which was $35.16. For purposes of computing amounts attributable to accelerated vesting, the second and third columns exclude all unvested performance share units awarded under our Long-Term Incentive Plan as those amounts are undeterminable.

(3)	Represents the estimated value (based on the cost as of November 30, 2018) of continuing benefits (medical, dental, and vision) for:

•	18 months in the case of an involuntary termination of Mr. Gupta’s employment, 24 months in the case of an involuntary termination in connection with a change in control;

•	12 months in the case of an involuntary termination of employment of Messrs. Jalbert, Ainsworth, Quinn and Tcherevik and Ms. Jarrett, other than in connection with a change in control; and

•	15 months, in the case of an involuntary termination in connection with a change in control with respect to Messrs. Jalbert, Ainsworth, Quinn and Tcherevik and Ms. Jarrett.

---

---

•	by each person who is known by us to beneficially own more than 5% of the outstanding shares of our common stock;

•	by each of our directors and nominees for the Board of Directors;

•	by each of our named executive officers; and

•	by all of our directors and executive officers as a group.

---

(1)

All persons named in the table have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them, subject to community property laws where applicable and subject to the other information contained in the footnotes to this table. Unless otherwise noted the address of such person is c/o Progress Software Corporation, 14 Oak Park Drive, Bedford, Massachusetts 01730.

(2)	Derived from Schedule 13G/A filed on January 31, 2019. The Schedule 13G/A reported that BlackRock, Inc. had sole voting power over 6,479,565, shares and sole dispositive power with respect to all shares reported. The Schedule 13G/A indicates that more than 5% of our common stock as of January 31, 2019 is being held by the reporting person on behalf of iShares Core S&P Small-Cap ETF.

(3)

Derived from Schedule 13G/A filed on February 12, 2019. The Schedule 13G/A reported that The Vanguard Group held sole voting power over 91,703 shares, sole dispositive power over 4,637,737 shares, shared voting power over 6,266 shares and shared dispositive power over 94,485 shares. As reported on the Schedule 13G/A, Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 88,219 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd. is a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 9,750 shares as a result of its serving as investment manager of Australian investment offerings.

---

(4)	Includes 10,469 shares issuable upon the exercise of outstanding options that are exercisable as of March 20, 2019; 4,595 shares issuable upon the exercise of outstanding options that will be exercisable within 60 days of March 20, 2019 and 3,596 restricted stock units that will vest within 60 days of March 20, 2019.

(5)	Includes 9,320 fully vested deferred stock units and 5,476 deferred stock units that will vest within 60 days of March 20, 2019.

(6)	Includes 14,121 fully vested deferred stock units and 5,152 deferred stock units that will vest within 60 days of March 20, 2019.

(7)	Includes 9,320 fully vested deferred stock units and 5,476 deferred stock units that will vest within 60 days of March 20, 2019.

(8)	Includes 64,741 shares issuable upon the exercise of outstanding options that are exercisable as of March 20, 2019; 27,347 shares issuable upon the exercise of outstanding options that will be exercisable within 60 days of March 20, 2019 and 5,887 restricted stock units that will vest within 60 days of March 20, 2019.

(9)	Includes 16,381 shares issuable upon the exercise of outstanding options that are exercisable as of March 20, 2019; 7,561 shares issuable upon the exercise of outstanding options that will be exercisable within 60 days of March 20, 2019 and 3,450 restricted stock units that will vest within 60 days of March 20, 2019.

(11)	Includes 26,369 fully vested deferred stock units and 5,152 deferred stock units that will vest with 60 days of March 20, 2019.

(12)	Includes 1,474 fully vested deferred stock units and 5,420 deferred stock units that will vest within 60 days of March 20, 2019.

(14)	Includes 8,693 shares issuable upon the exercise of outstanding options that are exercisable as of March 20, 2019; 5,175 shares issuable upon the exercise of outstanding options that will be exercisable within 60 days of March 20, 2019 and 2,000 restricted stock units that will vest within 60 days of March 20, 2019.

(15)	Includes 10,119 shares issuable upon the exercise of outstanding options that are exercisable as of March 20, 2019; 5,889 shares issuable upon the exercise of outstanding options that will be exercisable within 60 days of March 20, 2019 and 2,309 restricted stock units that will vest within 60 days of March 20, 2019.

(17)

Includes 153,929 shares issuable upon the exercise of outstanding options that are exercisable as of March 20, 2019; 70,597 shares issuable upon the exercise of outstanding stock options that will be exercisable within 60 days of March 20, 2019; 29,447 restricted stock units that will vest within 60 days of March 20, 2019; 74,510 fully vested deferred stock units and 37,248 deferred stock units that will vest within 60 days of March 20, 2019.

---

(1)	Consists of the 1992 Incentive and Nonqualified Stock Option Plan, 1994 Stock Incentive Plan, 1997 Stock Incentive Plan, 2008 Stock Option and Incentive Plan, and 1991 Employee Stock Purchase Plan (ESPP).

(2)	Includes 912,000 restricted stock units under our 2008 Plan.  Does not include purchase rights accruing under the ESPP because the purchase price (and therefore the number of shares to be purchased) will not be determined until the end of the purchase period.

(3)	Includes 590,000 shares available for future issuance under the ESPP.

(4)	Consists of the 2002 Nonqualified Stock Plan and the 2004 Inducement Plan described below.

---

•	a late Form 4 report was filed for Charles F. Kane on January 3, 2018 to report one transaction;

•	late Form 3 reports were filed for each of Samskriti Y. King and Angela T. Tucci on March 1, 2018; and

---

---

---

---

---

---