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PROS HOLDINGS INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and PROS HOLDINGS INC.’s Form 8-K, filed May 17, 2024 (Item 5.07 on EDGAR). Page generated October 25, 2026.

  • 8Reported items
  • 214Asset managers
  • 1,229Fund votes
  • May 15, 2024Meeting date

Results at a glance

Meeting of May 15, 2024: 5 items on PROS HOLDINGS INC.’s Form 8-K, filed May 17, 2024: 5 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore PROS HOLDINGS INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by PROS HOLDINGS INC.

These tallies are PROS HOLDINGS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 17, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

PROS HOLDINGS INC. — official shareholder meeting results, meeting held May 15, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Raja Hammoud 41,089,181---- 875,6862,303,623 98%Not verified—
Elect Director: Leland Jourdan 38,429,666---- 3,535,2012,303,623 92%Not verified—
Elect Director: William Russell 37,566,050---- 4,398,8172,303,623 90%Not verified—
2. Advisory vote to approve named executive officer compensation 38,421,708817,0852,726,074 --2,303,623 98%Not verified—
3. Ratification of appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 40,045,8551,223,6472,998,988 ---- 97%Not verified—

Source: PROS HOLDINGS INC., Form 8-K, filed with the SEC on May 17, 2024 — read the filing on EDGAR.

How asset managers voted at the PROS HOLDINGS INC. 2023-2024 meeting

Each item below shows how the 214 asset managers that disclosed a PROS HOLDINGS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of PROS HOLDINGS INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Raja Hammoud, Leland Jourdan, and William Russell as Class II directors, each to hold office until the…: Leland Jourdan

No official matchDIRECTOR ELECTIONS

Combines 2 wordings of this item as funds reported it.

99.7% of fund votes cast · no official result

FOR
Details: description as filed, votes by 60 asset managers

Description as filed by funds: Raja Hammoud, Leland Jourdan, and William Russell as Class II directors, each to hold office until the 2027 Annual Meeting and until their successor has been duly elected and qualified or until the earlier of their death, resignation or removal: Leland Jourdan

The 60 asset managers below reported 19,826,013 for, 59,611 withheld, 1,772 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 19,826,013ABSTAIN: 1,772WITHHOLD: 59,611
Largest asset managers voting on “Raja Hammoud, Leland Jourdan, and William Russell as Class II directors, each to hold office until the 2027 An” at PROS HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,342,7110 00For
Fidelity3,834,8000 00For
CONESTOGA FUNDS2,289,4730 00For
ALGER FUNDS2,268,2850 00For
Brown Advisory Funds913,6690 00For
BlackRock754,0490 00For
Royce368,3360 00For
Bridge Builder Trust341,3330 00For
First Trust324,2820 00For
BUFFALO FUNDS321,0010 00For
Principal310,9810 00For
PRIMECAP Odyssey Funds280,3800 00For
Columbia Threadneedle252,5400 00For
John Hancock240,5950 00For
WILLIAM BLAIR FUNDS217,7000 00For
Invesco207,9520 00For
Goldman Sachs186,7930 00For
CARILLON SERIES TRUST185,0180 00For
Equitable68,6800 048,389Mixed
TRUST FOR PROFESSIONAL MANAGERS111,9150 00For
TIAA111,0680 00For
Jackson National105,0970 00For
New York Life98,2940 00For
Allspring83,1990 00For
WisdomTree72,7410 00For

Showing the 25 largest of 60 asset managers. See all 60 in the interactive database.

2. Raja Hammoud, Leland Jourdan, and William Russell as Class II directors, each to hold office until the…: Raja Hammoud

No official matchDIRECTOR ELECTIONS

Combines 2 wordings of this item as funds reported it.

99.7% of fund votes cast · no official result

FOR
Details: description as filed, votes by 60 asset managers

Description as filed by funds: Raja Hammoud, Leland Jourdan, and William Russell as Class II directors, each to hold office until the 2027 Annual Meeting and until their successor has been duly elected and qualified or until the earlier of their death, resignation or removal: Raja Hammoud

The 60 asset managers below reported 19,826,013 for, 59,611 withheld, 1,772 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 19,826,013ABSTAIN: 1,772WITHHOLD: 59,611
Largest asset managers voting on “Raja Hammoud, Leland Jourdan, and William Russell as Class II directors, each to hold office until the 2027 An” at PROS HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,342,7110 00For
Fidelity3,834,8000 00For
CONESTOGA FUNDS2,289,4730 00For
ALGER FUNDS2,268,2850 00For
Brown Advisory Funds913,6690 00For
BlackRock754,0490 00For
Royce368,3360 00For
Bridge Builder Trust341,3330 00For
First Trust324,2820 00For
BUFFALO FUNDS321,0010 00For
Principal310,9810 00For
PRIMECAP Odyssey Funds280,3800 00For
Columbia Threadneedle252,5400 00For
John Hancock240,5950 00For
WILLIAM BLAIR FUNDS217,7000 00For
Invesco207,9520 00For
Goldman Sachs186,7930 00For
CARILLON SERIES TRUST185,0180 00For
Equitable68,6800 048,389Mixed
TRUST FOR PROFESSIONAL MANAGERS111,9150 00For
TIAA111,0680 00For
Jackson National105,0970 00For
New York Life98,2940 00For
Allspring83,1990 00For
WisdomTree72,7410 00For

Showing the 25 largest of 60 asset managers. See all 60 in the interactive database.

3. Raja Hammoud, Leland Jourdan, and William Russell as Class II directors, each to hold office until…: William Russell

No official matchDIRECTOR ELECTIONS

Combines 2 wordings of this item as funds reported it.

99% of fund votes cast · no official result

FOR
Details: description as filed, votes by 60 asset managers

Description as filed by funds: Raja Hammoud, Leland Jourdan, and William Russell as Class II directors, each to hold office until the 2027 Annual Meeting and until their successor has been duly elected and qualified or until the earlier of their death, resignation or removal: William Russell

The 60 asset managers below reported 19,612,640 for, 272,984 withheld, 1,772 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 19,612,640ABSTAIN: 1,772WITHHOLD: 272,984
Largest asset managers voting on “Raja Hammoud, Leland Jourdan, and William Russell as Class II directors, each to hold office until the 2027 An” at PROS HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,342,7110 00For
Fidelity3,834,8000 00For
CONESTOGA FUNDS2,289,4730 00For
ALGER FUNDS2,268,2850 00For
Brown Advisory Funds913,6690 00For
BlackRock754,0490 00For
Royce368,3360 00For
Bridge Builder Trust341,3330 00For
First Trust324,2820 00For
BUFFALO FUNDS321,0010 00For
Principal310,9810 00For
PRIMECAP Odyssey Funds280,3800 00For
Columbia Threadneedle252,5400 00For
John Hancock240,5950 00For
WILLIAM BLAIR FUNDS217,7000 00For
Invesco00 0207,952Withhold
Goldman Sachs186,7930 00For
CARILLON SERIES TRUST185,0180 00For
Equitable68,6800 048,389Mixed
TRUST FOR PROFESSIONAL MANAGERS111,9150 00For
TIAA111,0680 00For
Jackson National105,0970 00For
New York Life98,2940 00For
Allspring83,1990 00For
WisdomTree72,7410 00For

Showing the 25 largest of 60 asset managers. See all 60 in the interactive database.

4. Elect Director: Leland Jourdan

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 38,429,666WITHHELD: 3,535,201
Details: description as filed, official tally, votes by 12 asset managers

Description as filed by funds: Elect Leland T. Jourdan

PROS HOLDINGS INC.’s own tally for this item (“Elect Director: Leland Jourdan”): 38,429,666 for, 3,535,201 withheld, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 92% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 12 asset managers below reported 1,712,552 for, 9,570 withheld.

FOR
FOR: 1,712,552WITHHOLD: 9,570
Largest asset managers voting on “Elect Leland T. Jourdan” at PROS HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Global X614,1340 00For
Brown Capital Management Mutual Funds563,6800 00For
Charles Schwab344,0980 00For
SEI135,5540 00For
Russell Investments23,3320 00For
Putnam15,9820 00For
ADVISORS' INNER CIRCLE FUND12,9250 00For
Brighthouse00 09,570Withhold
Texas Capital Funds Trust1,4820 00For
NEW COVENANT FUNDS8180 00For
Nationwide4090 00For
Advisors' Inner Circle Fund III1380 00For

5. Elect Director: Raja Hammoud

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 41,089,181WITHHELD: 875,686
Details: description as filed, official tally, votes by 12 asset managers

Description as filed by funds: Elect Raja Hammoud

PROS HOLDINGS INC.’s own tally for this item (“Elect Director: Raja Hammoud”): 41,089,181 for, 875,686 withheld, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 12 asset managers below reported 1,712,552 for, 9,570 withheld.

FOR
FOR: 1,712,552WITHHOLD: 9,570
Largest asset managers voting on “Elect Raja Hammoud” at PROS HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Global X614,1340 00For
Brown Capital Management Mutual Funds563,6800 00For
Charles Schwab344,0980 00For
SEI135,5540 00For
Russell Investments23,3320 00For
Putnam15,9820 00For
ADVISORS' INNER CIRCLE FUND12,9250 00For
Brighthouse00 09,570Withhold
Texas Capital Funds Trust1,4820 00For
NEW COVENANT FUNDS8180 00For
Nationwide4090 00For
Advisors' Inner Circle Fund III1380 00For

6. Elect Director: William Russell

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

90% Majority: yes · of votes cast

FOR 90%
FOR: 37,566,050WITHHELD: 4,398,817
Details: description as filed, official tally, votes by 12 asset managers

Description as filed by funds: Elect William Russell

PROS HOLDINGS INC.’s own tally for this item (“Elect Director: William Russell”): 37,566,050 for, 4,398,817 withheld, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 90% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 12 asset managers below reported 1,699,489 for, 22,633 withheld.

FOR
FOR: 1,699,489WITHHOLD: 22,633
Largest asset managers voting on “Elect William Russell” at PROS HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Global X614,1340 00For
Brown Capital Management Mutual Funds563,6800 00For
Charles Schwab344,0980 00For
SEI135,5540 00For
Russell Investments23,3320 00For
Putnam15,9820 00For
ADVISORS' INNER CIRCLE FUND00 012,925Withhold
Brighthouse00 09,570Withhold
Texas Capital Funds Trust1,4820 00For
NEW COVENANT FUNDS8180 00For
Nationwide4090 00For
Advisors' Inner Circle Fund III00 0138Withhold

7. 2. Advisory vote to approve named executive officer compensation

Outcome not verifiedFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 38,421,708AGAINST: 817,085
Details: description as filed, official tally, votes by 214 asset managers

Description as filed by funds: ADVISORY VOTE TO APPROVE EXECUTIVE OFFICER COMPENSATION.

PROS HOLDINGS INC.’s own tally for this item (“2. Advisory vote to approve named executive officer compensation”): 38,421,708 for, 817,085 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 71 asset managers voting on “ADVISORY VOTE TO APPROVE EXECUTIVE OFFICER COMPENSATION.” at PROS HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,342,7110 00For
Fidelity3,834,8000 00For
CONESTOGA FUNDS2,289,4730 00For
ALGER FUNDS2,268,2850 00For
Brown Advisory Funds913,6690 00For
BlackRock754,0490 00For
Global X614,1340 00For
Brown Capital Management Mutual Funds563,6800 00For
Royce368,3360 00For
Charles Schwab344,0980 00For
Bridge Builder Trust341,3330 00For
First Trust324,2820 00For
BUFFALO FUNDS321,0010 00For
Principal310,9810 00For
PRIMECAP Odyssey Funds280,3800 00For
Columbia Threadneedle252,5400 00For
John Hancock240,5950 00For
WILLIAM BLAIR FUNDS217,7000 00For
Invesco207,9520 00For
Goldman Sachs186,7930 00For
CARILLON SERIES TRUST185,0180 00For
SEI135,5540 00For
Equitable117,0690 00For
TRUST FOR PROFESSIONAL MANAGERS111,9150 00For
TIAA111,0680 00For

Fund voting reports, all 71 managers: 21,517,639 for, 91,222 against, 9,570 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 162 asset managers voting on “ADVISORY VOTE TO APPROVE EXECUTIVE OFFICER COMPENSATION.” at PROS HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Fidelity3,712,7910 00For
RGM Capital, LLC2,772,2490 00For
FRED ALGER MANAGEMENT, LLC2,572,7770 00For
BROWN ADVISORY INC2,391,3700 00For
BlackRock1,277,4360 00For
ROCKEFELLER & CO. LLC1,113,9880 00For
Conestoga Capital Advisors, LLC901,0270 00For
Stephens Investment Management Group LLC821,0910 00For
State Street759,9040 00For
BROWN CAPITAL MANAGEMENT LLC756,9560 00For
EAGLE ASSET MANAGEMENT INC623,6960 00For
GEODE CAPITAL MANAGEMENT, LLC550,2430 00For
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC487,7710 00For
DISCIPLINED GROWTH INVESTORS INC /MN0478,387 00Against
NEW YORK STATE COMMON RETIREMENT FUND454,4080 00For
Charles Schwab380,4720 00For
Invesco349,7980 00For
Whetstone Capital Advisors, LLC347,1100 00For
DE Shaw334,3850 00For
Granahan Investment Management, LLC311,2990 00For
Northern Trust302,2790 00For
PRIMECAP MANAGEMENT CO/CA/299,2200 00For
ENVESTNET ASSET MANAGEMENT INC295,648401 00For
AXIOM INVESTORS LLC /DE293,7250 00For
Columbia Threadneedle242,6100 00For

Institutional-manager reports, all 162 managers: 25,279,473 for, 712,908 against, 1,281 abstained, 46 not voted. Showing the 25 largest; see all in the interactive database.

8. 3. Ratification of appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 40,045,855AGAINST: 1,223,647
Details: description as filed, official tally, votes by 71 asset managers

Description as filed by funds: To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of PROS Holdings, Inc. for the fiscal year ending December 31, 2024.

PROS HOLDINGS INC.’s own tally for this item (“3. Ratification of appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024”): 40,045,855 for, 1,223,647 against, per its Form 8-K filed May 17, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 71 asset managers below reported 21,595,790 for, 13,071 against, 9,570 abstained.

FOR
FOR: 21,595,790AGAINST: 13,071ABSTAIN: 9,570
Largest asset managers voting on “To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm o” at PROS HOLDINGS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,342,7110 00For
Fidelity3,834,8000 00For
CONESTOGA FUNDS2,289,4730 00For
ALGER FUNDS2,268,2850 00For
Brown Advisory Funds913,6690 00For
BlackRock754,0490 00For
Global X614,1340 00For
Brown Capital Management Mutual Funds563,6800 00For
Royce368,3360 00For
Charles Schwab344,0980 00For
Bridge Builder Trust341,3330 00For
First Trust324,2820 00For
BUFFALO FUNDS321,0010 00For
Principal310,9810 00For
PRIMECAP Odyssey Funds280,3800 00For
Columbia Threadneedle252,5400 00For
John Hancock240,5950 00For
WILLIAM BLAIR FUNDS217,7000 00For
Invesco207,9520 00For
Goldman Sachs186,7930 00For
CARILLON SERIES TRUST185,0180 00For
SEI135,5540 00For
Equitable117,0690 00For
TRUST FOR PROFESSIONAL MANAGERS111,9150 00For
TIAA111,0680 00For

Showing the 25 largest of 71 asset managers. See all 71 in the interactive database.

Largest PROS HOLDINGS INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported.

Fund voting reports: top PROS HOLDINGS INC. shareholders by shares voted on “ADVISORY VOTE TO APPROVE EXECUTIVE OFFICER COMPENSATION.”, 2023-2024
#Asset manager Shares voted
1Vanguard 5,342,711
2Fidelity 3,834,800
3CONESTOGA FUNDS 2,289,473
4ALGER FUNDS 2,268,285
5Brown Advisory Funds 913,669
6BlackRock 754,049
7Global X 614,134
8Brown Capital Management Mutual Funds 563,680
9Royce 368,336
10Charles Schwab 344,098
Institutional-manager reports: top PROS HOLDINGS INC. shareholders by shares voted on “ADVISORY VOTE TO APPROVE EXECUTIVE OFFICER COMPENSATION.”, 2023-2024
#Asset manager Shares voted
1Fidelity 3,712,791
2RGM Capital, LLC 2,772,249
3FRED ALGER MANAGEMENT, LLC 2,572,777
4BROWN ADVISORY INC 2,391,370
5BlackRock 1,277,436
6ROCKEFELLER & CO. LLC 1,113,988
7Conestoga Capital Advisors, LLC 901,027
8Stephens Investment Management Group LLC 821,091
9State Street 759,904
10BROWN CAPITAL MANAGEMENT LLC 756,956

Shown as share counts, not percentages: no shares-outstanding figure has been matched to PROS HOLDINGS INC. for the 2023-2024 season, so there is no denominator to divide by.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.

At PROS HOLDINGS INC.'s shareholder meeting held May 15, 2024, in the 2023-2024 proxy season, 214 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,229 separate fund positions. Their filings are grouped here into 8 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — ADVISORY VOTE TO APPROVE EXECUTIVE OFFICER COMPENSATION. — FOR was 98% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: PROS HOLDINGS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 17, 2024.

PROS HOLDINGS INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.