PROS Holdings, Inc. 2025-2026 Proxy Voting Records

Description as filed by funds: To approve the Agreement and Plan of Merger, dated as of September 22, 2025, by and among the Company, Project Portofino Parent LLC, a Delaware limited liability company ("Parent") and Project Portofino Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Parent ("Merger Sub") and the merger, pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving as a wholly owned direct subsidiary of Parent (the "Merger Proposal").

The 58 asset managers below reported 12,342,425 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 58 asset managers. See all 58 in the interactive database.

Description as filed by funds: To adjourn the Special Meeting, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to the proxy statement accompanying this notice is provided to Company stockholders a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (the "Adjournment Proposal").

PROS Holdings, Inc.’s own tally for this item (“1. (the " Merger Proposal ") was to consider and vote on the proposal to approve the Agreement and Plan of Merger, dated as of September 22, 2025, by and among the Company, Project Portofino Parent LLC, a Delaware limite”): 32,757,830 for, 60,712 against — passed, per its Form 8-K filed December 5, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 1: (the " Merger Proposal ") was to consider and vote on the proposal to approve the Agreement and Plan of Merger, dated as of September 22, 2025, by and among the Company, Project Portofino Parent LLC, a Delaware limited liability company (" Parent "), and Project Portofino Merger Sub, In…”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 12,126,044 for, 221,369 against, 10,264 abstained.

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

Description as filed by funds: To approve, by a non-binding, advisory vote, the compensation that will or may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger (the "Compensation Proposal").

PROS Holdings, Inc.’s own tally for this item (“2. The Compensation Proposal”): 32,208,218 for, 448,642 against, per its Form 8-K filed December 5, 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: 99% 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 58 managers: 12,311,453 for, 20,905 against, 10,264 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 153 managers: 16,391,105 for, 329,564 against. Showing the 25 largest; see all in the interactive database.

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). 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.

Fund voting reports, all 1 managers: 15,055 for.

Institutional-manager reports, all 2 managers: 20,385 for.