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PROS HOLDINGS INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and PROS HOLDINGS INC.’s Form 8-K, filed 2025-05-09 (Item 5.07 on EDGAR). Page generated 04 October 2026.

9Reported items
232Asset managers
1,352Fund votes
2025-05-08Meeting date

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

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

Official 2024-2025 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 2025-05-09 (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 2025-05-08
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Catherine Lesjak	38,456,261	--	--	1,393,070	2,956,884	Majority: yes
Elect Director: John Strosahl	37,112,308	--	--	2,737,023	2,956,884	Majority: yes
Elect Director: Andres Reiner	38,363,593	--	--	1,485,738	2,956,884	Majority: yes
Proposal 2: Advisory vote to approve named executive officer compensation:	35,132,238	2,884,733	1,832,360	--	2,956,884	Majority: yes
Proposal 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	14,290,935	531,529	--	2,956,884	Majority: yes
Proposal 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	703,855	2,312,902	--	--	Majority: yes

Source: PROS HOLDINGS INC., Form 8-K, filed with the SEC on 2025-05-09 — read the filing on EDGAR.

How asset managers voted at the PROS HOLDINGS INC. 2024-2025 meeting

Each item below shows how the 232 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. Non-binding advisory vote to approve executive officer compensation.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%8%

FOR: 35,132,238AGAINST: 2,884,733

PROS HOLDINGS INC.’s own tally for this item (“Proposal 2: Advisory vote to approve named executive officer compensation:”): 35,132,238 for, 2,884,733 against, per its Form 8-K filed 2025-05-09 (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.

The 230 asset managers below cast 94% of the shares they voted on this item FOR (37,165,464 for, 2,339,490 against).

FOR 94%

FOR: 37,165,464 (94.1%)AGAINST: 2,339,490 (5.9%)ABSTAIN: 10,870 (0.0%)

Largest asset managers voting on “Non-binding advisory vote to approve executive officer compensation.” at PROS HOLDINGS INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	6,341,137	289	For
BlackRock	4,106,831	0	For
RGM Capital, LLC	2,014,857	0	For
BROWN ADVISORY INC	1,814,568	0	For
Fidelity	1,553,339	0	For
Nuveen	1,377,404	0	For
TIAA	1,373,930	0	For
Alyeska Investment Group, L.P.	1,254,634	0	For
State Street	1,242,140	124	For
ALGER FUNDS	1,203,486	0	For
FRED ALGER MANAGEMENT, LLC	1,127,795	0	For
DISCIPLINED GROWTH INVESTORS INC /MN	0	1,041,909	Against
GEODE CAPITAL MANAGEMENT, LLC	1,022,207	0	For
Tensile Capital Management LP	1,012,362	0	For
Stephens Investment Management Group LLC	992,790	0	For
Charles Schwab	946,339	0	For
JACOBS LEVY EQUITY MANAGEMENT, INC	616,759	0	For
Global X	596,169	0	For
Brown Advisory Funds	559,864	0	For
ROCKEFELLER & CO. LLC	515,811	0	For
First Trust	432,830	0	For
Bridge Builder Trust	411,079	0	For
Whetstone Capital Advisors, LLC	396,160	0	For
WEATHERBIE CAPITAL, LLC	393,687	0	For
Northern Trust	368,027	0	For

Showing the 25 largest of 230 asset managers. See all 230 in the interactive database.

2. 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.

COMPENSATIONMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

64% Majority: yes · of votes cast

FOR 64%AGAINST 36%

FOR: 25,026,867AGAINST: 14,290,935

PROS HOLDINGS INC.’s own tally for this item (“Proposal 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 2025-05-09 (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.

The 71 asset managers below cast 72% of the shares they voted on this item FOR (11,934,827 for, 4,587,865 against).

FOR 71%AGAINST 27%

FOR: 11,934,827 (71.0%)AGAINST: 4,587,865 (27.3%)ABSTAIN: 295,734 (1.8%)

Largest asset managers voting on “Approval of amendments to our Amended and Restated 2017 Equity Incentive Plan to, among other items, increase ” at PROS HOLDINGS INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	6,112,491	4,000	0	For
BlackRock	2,068,942	0	0	For
TIAA	0	1,373,930	0	Against
Fidelity	1,288,518	3,663	0	For
ALGER FUNDS	0	1,203,486	0	Against
Global X	588,385	0	0	For
Brown Advisory Funds	0	559,864	0	Against
Charles Schwab	466,420	0	0	For
First Trust	0	432,830	0	Against
Bridge Builder Trust	157,249	253,830	0	Against
Royce	0	0	284,864	Abstain
Principal	0	257,140	0	Against
State Street	176,378	175	0	For
Brown Capital Management Mutual Funds	167,148	0	0	For
TRUST FOR PROFESSIONAL MANAGERS	142,046	0	0	For
Equitable	122,236	0	0	For
Goldman Sachs	34,846	74,471	0	Against
AMERICAN BEACON FUNDS	103,551	0	0	For
New York Life	0	82,685	0	Against
NEEDHAM FUNDS INC	80,000	0	0	For
QUANTITATIVE MASTER SERIES LLC	78,627	0	0	For
SEI	71,473	0	0	For
WisdomTree	57,446	0	0	For
LIBERTY ALL STAR GROWTH FUND INC.	0	55,419	0	Against
PACE SELECT ADVISORS TRUST	0	45,331	0	Against

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

3. 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.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 2 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 39,789,458AGAINST: 703,855

PROS HOLDINGS INC.’s own tally for this item (“Proposal 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 2025-05-09 (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.

The 67 asset managers below cast 99.9% of the shares they voted on this item FOR (16,789,431 for, 5,046 against).

FOR 99.9%

FOR: 16,789,431 (99.9%)AGAINST: 5,046 (0.0%)ABSTAIN: 10,870 (0.1%)

Largest asset managers voting on “To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm o” at PROS HOLDINGS INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	6,116,202	289	For
BlackRock	2,068,942	0	For
TIAA	1,373,930	0	For
Fidelity	1,292,181	0	For
ALGER FUNDS	1,203,486	0	For
Global X	588,385	0	For
Brown Advisory Funds	559,864	0	For
Charles Schwab	466,420	0	For
First Trust	432,830	0	For
Bridge Builder Trust	411,079	0	For
Royce	284,864	0	For
Principal	257,140	0	For
State Street	176,553	0	For
Brown Capital Management Mutual Funds	167,148	0	For
TRUST FOR PROFESSIONAL MANAGERS	142,046	0	For
Equitable	122,236	0	For
Goldman Sachs	109,317	0	For
AMERICAN BEACON FUNDS	103,551	0	For
New York Life	82,685	0	For
NEEDHAM FUNDS INC	80,000	0	For
QUANTITATIVE MASTER SERIES LLC	78,627	0	For
SEI	71,473	0	For
WisdomTree	57,446	0	For
LIBERTY ALL STAR GROWTH FUND INC.	55,419	0	For
PACE SELECT ADVISORS TRUST	45,331	0	For

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

4. 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

DIRECTOR ELECTIONS

100% fund support · no official result

FOR 100%

The 41 asset managers below cast 100% of the shares they voted on this item FOR (12,009,785 for, 0 against).

FOR: 12,009,785 (100.0%)

Largest asset managers voting on “Catherine Lesjak and John Strosahl as Class III directors, and Andres Reiner as a Class I director, with each ” at PROS HOLDINGS INC., 2024-2025
Asset manager	For	Vote
Vanguard	6,116,192	For
TIAA	1,373,930	For
Fidelity	1,292,181	For
ALGER FUNDS	1,203,486	For
First Trust	432,830	For
Royce	284,864	For
Principal	257,140	For
State Street	176,553	For
Equitable	122,236	For
Goldman Sachs	109,317	For
AMERICAN BEACON FUNDS	103,551	For
New York Life	82,685	For
WisdomTree	57,446	For
LIBERTY ALL STAR GROWTH FUND INC.	55,419	For
PACE SELECT ADVISORS TRUST	45,331	For
Victory Capital	42,718	For
Lincoln Financial	33,037	For
Northern Trust	27,063	For
AIG/SunAmerica	22,202	For
CLEARWATER INVESTMENT TRUST	20,723	For
ALGER FUNDS II	17,766	For
Brighthouse	17,064	For
Putnam	15,046	For
Pacific Life	14,069	For
T. Rowe Price	13,076	For

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

5. 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

DIRECTOR ELECTIONS

100% fund support · no official result

FOR 99.5%

The 41 asset managers below cast 100% of the shares they voted on this item FOR (11,961,244 for, 0 against).

FOR: 11,961,244 (99.6%)ABSTAIN: 48,541 (0.4%)

Largest asset managers voting on “Catherine Lesjak and John Strosahl as Class III directors, and Andres Reiner as a Class I director, with each ” at PROS HOLDINGS INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	6,116,192	0	For
TIAA	1,373,930	0	For
Fidelity	1,292,181	0	For
ALGER FUNDS	1,203,486	0	For
First Trust	432,830	0	For
Royce	284,864	0	For
Principal	257,140	0	For
State Street	176,553	0	For
Equitable	73,907	48,329	For
Goldman Sachs	109,317	0	For
AMERICAN BEACON FUNDS	103,551	0	For
New York Life	82,685	0	For
WisdomTree	57,446	0	For
LIBERTY ALL STAR GROWTH FUND INC.	55,419	0	For
PACE SELECT ADVISORS TRUST	45,331	0	For
Victory Capital	42,718	0	For
Lincoln Financial	33,037	0	For
Northern Trust	27,063	0	For
AIG/SunAmerica	22,202	0	For
CLEARWATER INVESTMENT TRUST	20,723	0	For
ALGER FUNDS II	17,766	0	For
Brighthouse	17,064	0	For
Putnam	15,046	0	For
Pacific Life	14,069	0	For
T. Rowe Price	13,076	0	For

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

6. 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

DIRECTOR ELECTIONS

100% fund support · no official result

FOR 100%

The 41 asset managers below cast 100% of the shares they voted on this item FOR (12,009,785 for, 0 against).

FOR: 12,009,785 (100.0%)

Largest asset managers voting on “Catherine Lesjak and John Strosahl as Class III directors, and Andres Reiner as a Class I director, with each ” at PROS HOLDINGS INC., 2024-2025
Asset manager	For	Vote
Vanguard	6,116,192	For
TIAA	1,373,930	For
Fidelity	1,292,181	For
ALGER FUNDS	1,203,486	For
First Trust	432,830	For
Royce	284,864	For
Principal	257,140	For
State Street	176,553	For
Equitable	122,236	For
Goldman Sachs	109,317	For
AMERICAN BEACON FUNDS	103,551	For
New York Life	82,685	For
WisdomTree	57,446	For
LIBERTY ALL STAR GROWTH FUND INC.	55,419	For
PACE SELECT ADVISORS TRUST	45,331	For
Victory Capital	42,718	For
Lincoln Financial	33,037	For
Northern Trust	27,063	For
AIG/SunAmerica	22,202	For
CLEARWATER INVESTMENT TRUST	20,723	For
ALGER FUNDS II	17,766	For
Brighthouse	17,064	For
Putnam	15,046	For
Pacific Life	14,069	For
T. Rowe Price	13,076	For

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

7. DIRECTOR: ANDRES REINER

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 38,363,593WITHHELD: 1,485,738

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 2025-05-09 (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.

The 28 asset managers below cast 100% of the shares they voted on this item FOR (4,782,719 for, 0 against).

FOR 99.7%

FOR: 4,782,719 (99.8%)ABSTAIN: 10,870 (0.2%)

Largest asset managers voting on “DIRECTOR: ANDRES REINER” at PROS HOLDINGS INC., 2024-2025
Asset manager	For	Abstain	Vote
BlackRock	2,068,942	0	For
Global X	588,385	0	For
Brown Advisory Funds	559,864	0	For
Charles Schwab	466,420	0	For
Bridge Builder Trust	411,079	0	For
Brown Capital Management Mutual Funds	167,148	0	For
TRUST FOR PROFESSIONAL MANAGERS	142,046	0	For
NEEDHAM FUNDS INC	80,000	0	For
QUANTITATIVE MASTER SERIES LLC	78,627	0	For
SEI	71,473	0	For
MASTER INVESTMENT PORTFOLIO	27,994	0	For
Russell Investments	18,671	0	For
Northern Lights Fund Trust IV	17,308	0	For
PFM Multi-Manager Series Trust	16,626	0	For
John Hancock	16,478	0	For
Nationwide	16,462	0	For
JPMorgan	14,882	0	For
ADVISORS' INNER CIRCLE FUND	12,021	0	For
Brighthouse	0	10,870	Abstain
Krane Shares Trust	2,426	0	For
Tidal Trust I	1,876	0	For
Texas Capital Funds Trust	1,462	0	For
NEW COVENANT FUNDS	818	0	For
GPS Funds I	695	0	For
Vanguard	299	0	For

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

8. DIRECTOR: CATHERINE LESJAK

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 38,456,261WITHHELD: 1,393,070

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 2025-05-09 (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.

The 28 asset managers below cast 100% of the shares they voted on this item FOR (4,778,128 for, 0 against).

FOR 99.6%

FOR: 4,778,128 (99.7%)ABSTAIN: 15,461 (0.3%)

Largest asset managers voting on “DIRECTOR: CATHERINE LESJAK” at PROS HOLDINGS INC., 2024-2025
Asset manager	For	Abstain	Vote
BlackRock	2,068,942	0	For
Global X	588,385	0	For
Brown Advisory Funds	559,864	0	For
Charles Schwab	466,420	0	For
Bridge Builder Trust	411,079	0	For
Brown Capital Management Mutual Funds	167,148	0	For
TRUST FOR PROFESSIONAL MANAGERS	142,046	0	For
NEEDHAM FUNDS INC	80,000	0	For
QUANTITATIVE MASTER SERIES LLC	78,627	0	For
SEI	71,473	0	For
MASTER INVESTMENT PORTFOLIO	27,994	0	For
Russell Investments	18,671	0	For
Northern Lights Fund Trust IV	17,308	0	For
PFM Multi-Manager Series Trust	16,626	0	For
John Hancock	16,478	0	For
Nationwide	16,462	0	For
JPMorgan	14,882	0	For
ADVISORS' INNER CIRCLE FUND	12,021	0	For
Brighthouse	0	10,870	Abstain
Krane Shares Trust	0	2,426	Abstain
Tidal Trust I	0	1,876	Abstain
Texas Capital Funds Trust	1,462	0	For
NEW COVENANT FUNDS	818	0	For
GPS Funds I	695	0	For
Vanguard	10	289	Abstain

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

9. DIRECTOR: JOHN STROSAHL

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%

FOR: 37,112,308WITHHELD: 2,737,023

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 2025-05-09 (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.

The 28 asset managers below cast 100% of the shares they voted on this item FOR (4,782,719 for, 0 against).

FOR 99.7%

FOR: 4,782,719 (99.8%)ABSTAIN: 10,870 (0.2%)

Largest asset managers voting on “DIRECTOR: JOHN STROSAHL” at PROS HOLDINGS INC., 2024-2025
Asset manager	For	Abstain	Vote
BlackRock	2,068,942	0	For
Global X	588,385	0	For
Brown Advisory Funds	559,864	0	For
Charles Schwab	466,420	0	For
Bridge Builder Trust	411,079	0	For
Brown Capital Management Mutual Funds	167,148	0	For
TRUST FOR PROFESSIONAL MANAGERS	142,046	0	For
NEEDHAM FUNDS INC	80,000	0	For
QUANTITATIVE MASTER SERIES LLC	78,627	0	For
SEI	71,473	0	For
MASTER INVESTMENT PORTFOLIO	27,994	0	For
Russell Investments	18,671	0	For
Northern Lights Fund Trust IV	17,308	0	For
PFM Multi-Manager Series Trust	16,626	0	For
John Hancock	16,478	0	For
Nationwide	16,462	0	For
JPMorgan	14,882	0	For
ADVISORS' INNER CIRCLE FUND	12,021	0	For
Brighthouse	0	10,870	Abstain
Krane Shares Trust	2,426	0	For
Tidal Trust I	1,876	0	For
Texas Capital Funds Trust	1,462	0	For
NEW COVENANT FUNDS	818	0	For
GPS Funds I	695	0	For
Vanguard	299	0	For

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

Largest PROS HOLDINGS INC. shareholders voting in 2024-2025

Ranked by the number of PROS HOLDINGS INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting.

Top PROS HOLDINGS INC. shareholders by shares voted, 2024-2025
#	Asset manager	Shares voted
1	Vanguard	6,341,427
2	BlackRock	4,106,831
3	RGM Capital, LLC	2,014,857
4	BROWN ADVISORY INC	1,814,568
5	Fidelity	1,553,339
6	Nuveen	1,377,404
7	TIAA	1,373,930
8	Alyeska Investment Group, L.P.	1,254,634
9	State Street	1,242,264
10	ALGER FUNDS	1,203,486

Shown as share counts, not percentages: no shares-outstanding figure has been matched to PROS HOLDINGS INC. for the 2024-2025 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 investment companies and institutional managers disclose how they voted every proxy, 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 04 October 2026; a live search always shows the current data.

At PROS HOLDINGS INC.'s shareholder meeting held 2025-05-08, in the 2024-2025 proxy season, 232 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,352 separate fund positions. Their filings are grouped here into 9 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 — Non-binding advisory vote to approve executive officer compensation. — FOR was 92% 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 2025-05-09.

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