Document
false0000876167PROGRESS SOFTWARE CORP /MA
0000876167
2019-10-24
2019-10-24
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
October 24, 2019
Date of Report (Date of earliest event reported)
Progress Software Corporation
(Exact name of registrant as specified in its charter)
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Delaware | 0-19417 | 04-2746201 |
(State or other jurisdiction of incorporation or organization) | (Commission file number) | (I.R.S. Employer Identification No.) |
14 Oak Park
Bedford, Massachusetts 01730
(Address of principal executive offices, including zip 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:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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:
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 24, 2019, the Board of Directors of Progress Software Corporation (“Progress”) appointed Vivian Vitale to the Board, effective immediately. It has not yet been determined on which, if any, standing committees of the Board Ms. Vitale will serve.
Ms. Vitale operates a consulting practice assisting organizations in the development of human resources and people management practices, a role she has held since April 2018. From April 2012 until March 2018, she served as Executive Vice President of Human Resources at Veracode, Inc., a provider of application security testing, continuing in her role through Veracode, Inc.’s acquisition by CA Technologies in March 2017. Prior to 2012, Ms. Vitale served as Senior Vice President at Care.com, an online provider of support services to families. Previously, Ms. Vitale has also held senior leadership roles at RSA Security, Unica Corporation and IBM. Ms. Vitale currently serves on the Board of Directors of NetScout Systems, Inc., a provider of assurance and security solutions, and of Vera3, an investment firm. She also serves on the Advisory Board of Surprise HR, an early stage company which provides an employee recognition product. Ms. Vitale holds a bachelor’s degree in communications from the University of Connecticut and a master’s degree in corporate and political communication from Fairfield University.
Ms. Vitale will participate in Progress’s Non-Employee Director Compensation Program.
There are no family relationships between Ms. Vitale and any of Progress’s directors or executive officers. There is no arrangement or understanding between Ms. Vitale and any other person pursuant to which they were selected as a director, nor are we aware, after inquiry of Ms. Vitale, of any related-person transaction or series of transactions required to be disclosed under the rules of the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure.
On October 30, 2019, Progress issued a press release announcing the appointment of Ms. Vitale, a copy of which is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | Description |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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Date: October 30, 2019 | Progress Software Corporation
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| By: | /s/ Stephen H. Faberman | |
| | Stephen H. Faberman | |
| | Chief Legal Officer | |
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Exhibit
Progress Appoints Vivian Vitale to Board of Directors
30-year industry veteran becomes 9th board member;
Brings expertise in talent acquisition and corporate growth-strategies
BEDFORD, Mass., October 30, 2019 -- Progress (NASDAQ: PRGS), the leading provider of application development and digital experience technologies, today announced the appointment of Vivian Vitale, a leading human resources consultant and former HR executive, to its Board of Directors. Ms. Vitale brings a wealth of experience in creating high-impact programs and systems aimed at scaling for growth, acquisition integration and talent management. Ms. Vitale’s appointment expands the Progress Board to nine members, eight of whom are independent.
“Vivian Vitale brings to our Board skillsets critical to our go-forward M&A strategy,” said John R. Egan, Chairman of the Progress Board of Directors. “Vivian has played an integral role in multiple acquisitions, providing the leadership, programs and processes necessary for companies to efficiently and effectively scale their businesses. Her insights and contribution to the Board will be essential as Progress pursues its inorganic growth strategy, ensuring that we maintain the high-performance culture necessary to drive our ongoing organizational success and ultimately deliver meaningful shareholder value.”
Ms. Vitale is currently operating a consulting practice which assists organizations in developing people management practices, providing guidance and support in organizational transitions and coaching leaders for success. In her most recent corporate role, Ms. Vitale served as Executive Vice President of Human Resources at Veracode, an application security leader that was acquired by CA Technologies in 2017. Ms. Vitale’s experience also includes executive HR leadership positions at other successful, high technology companies including Unica (acquired by IBM), Care.com and RSA Security (acquired by EMC).
Ms. Vitale also serves on the board of directors of NetScout Systems, Inc. (NASDAQ: NTCT). A detailed biography for Ms. Vitale is available on the Board of Directors section of Progress’ website.
About Progress
Progress (NASDAQ: PRGS) offers the leading platform for developing and deploying strategic business applications. We enable customers and partners to deliver modern, high-impact digital experiences with a fraction of the effort, time and cost. Progress offers powerful tools for easily building adaptive user experiences across any type of device or touchpoint, the flexibility of a cloud-native app dev platform to deliver modern apps, leading data connectivity technology, web content management, business rules, secure file transfer, network monitoring, plus award-winning machine learning that enables cognitive capabilities to be a part of any application. Over 1,700 independent software vendors, 100,000 enterprise customers, and two million developers rely on Progress to power their applications. Learn about Progress at www.progress.com or +1-800-477-6473.
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Progress is a trademark or registered trademarks of Progress Software Corporation and/or one of its subsidiaries or affiliates in the US and other countries. Any other trademarks contained herein are the property of their respective owners.
Investor Contact: Press Contact:
Brian Flanagan Erica McShane
Progress Software Progress Software
+1 781 280 4817 +1 888 365 2779 (x3135)
flanagan@progress.com erica.mcshane@progress.com