PROS HOLDINGS INC. 2024-2025 Proxy Voting Records

Description as filed by funds: Catherine Lesjak and John Strosahl as Class III directors, and Andres Reiner as a Class I director, with each Class III director to hold office until the 2028 Annual Meeting and the Class I director to hold office until the 2026 Annual Meeting and until their successor has been duly elected and qualified or until the earlier of their death, resignation or removal: Andres Reiner

The 41 asset managers below reported 12,009,785 for. 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.

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

Description as filed by funds: Catherine Lesjak and John Strosahl as Class III directors, and Andres Reiner as a Class I director, with each Class III director to hold office until the 2028 Annual Meeting and the Class I director to hold office until the 2026 Annual Meeting and until their successor has been duly elected and qualified or until the earlier of their death, resignation or removal: Catherine Lesjak

The 41 asset managers below reported 11,961,244 for, 48,541 withheld. 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.

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

Description as filed by funds: Catherine Lesjak and John Strosahl as Class III directors, and Andres Reiner as a Class I director, with each Class III director to hold office until the 2028 Annual Meeting and the Class I director to hold office until the 2026 Annual Meeting and until their successor has been duly elected and qualified or until the earlier of their death, resignation or removal: John Strosahl

The 41 asset managers below reported 12,009,785 for. 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.

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

Description as filed by funds: DIRECTOR: ANDRES REINER

PROS HOLDINGS INC.’s own tally for this item (“Elect Director: Andres Reiner”): 38,363,593 for, 1,485,738 withheld, per its Form 8-K filed May 9, 2025 (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: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 28 asset managers below reported 4,782,719 for, 10,870 withheld.

Showing the 25 largest of 28 asset managers. See all 28 in the interactive database.

Description as filed by funds: DIRECTOR: CATHERINE LESJAK

PROS HOLDINGS INC.’s own tally for this item (“Elect Director: Catherine Lesjak”): 38,456,261 for, 1,393,070 withheld, per its Form 8-K filed May 9, 2025 (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 + WITHHELD); abstentions and broker non-votes are excluded.

The 28 asset managers below reported 4,778,128 for, 11,159 withheld, 4,302 abstained.

Showing the 25 largest of 28 asset managers. See all 28 in the interactive database.

Description as filed by funds: DIRECTOR: JOHN STROSAHL

PROS HOLDINGS INC.’s own tally for this item (“Elect Director: John Strosahl”): 37,112,308 for, 2,737,023 withheld, per its Form 8-K filed May 9, 2025 (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: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 28 asset managers below reported 4,782,719 for, 10,870 withheld.

Showing the 25 largest of 28 asset managers. See all 28 in the interactive database.

Description as filed by funds: Approval of amendments to our Amended and Restated 2017 Equity Incentive Plan to, among other items, increase the number of shares authorized for issuance by three million shares.

PROS HOLDINGS INC.’s own tally for this item (“3. Pproval of amendments to the Company's Amended and Restated 2017 Equity Incentive Plan to, among other items, increase the number of shares authorized for issuance by three million (3,000,000) shares”): 25,026,867 for, 14,290,935 against, per its Form 8-K filed May 9, 2025 (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: 64% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 71 asset managers below reported 11,934,827 for, 4,587,865 against, 295,734 abstained.

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

Description as filed by funds: Non-binding 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”): 35,132,238 for, 2,884,733 against, per its Form 8-K filed May 9, 2025 (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 + 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, all 68 managers: 16,569,370 for, 261,047 against, 10,870 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 185 managers: 20,595,984 for, 2,078,467 against. Showing the 25 largest; see all in the interactive database.

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, 2025.

PROS HOLDINGS INC.’s own tally for this item (“4. Ratification of appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025”): 39,789,458 for, 703,855 against, per its Form 8-K filed May 9, 2025 (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.

The 67 asset managers below reported 16,789,431 for, 5,046 against, 10,870 abstained.

Showing the 25 largest of 67 asset managers. See all 67 in the interactive database.