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PROS Holdings, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and PROS Holdings, Inc.’s Form 8-K, filed 2025-12-05 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 4Reported items
  • 202Asset managers
  • 710Fund votes
  • 2025-12-04Meeting date

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

Explore PROS Holdings, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 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 2025-12-05 (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 2025-12-04
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
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 " 32,757,83060,71226,733 ---- Majority: yes
Proposal 2: The Compensation Proposal 32,208,218448,642188,415 ---- Majority: yes

Source: PROS Holdings, Inc., Form 8-K, filed with the SEC on 2025-12-05 — read the filing on EDGAR.

How asset managers voted at the PROS Holdings, Inc. 2025-2026 meeting

Each item below shows how the 202 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. 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").

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

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 32,208,218AGAINST: 448,642

PROS Holdings, Inc.’s own tally for this item (“Proposal 2: The Compensation Proposal”): 32,208,218 for, 448,642 against, per its Form 8-K filed 2025-12-05 (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 196 asset managers below cast 99% of the shares they voted on this item FOR (29,067,117 for, 350,210 against).

FOR 99%
FOR: 29,067,117 (98.8%)AGAINST: 350,210 (1.2%)ABSTAIN: 10,264 (0.0%)
Largest asset managers voting on “To approve, by a non-binding, advisory vote, the compensation that will or may be paid or become payable to ou” at PROS Holdings, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,986,6520 00For
BlackRock3,767,2500 00For
Fidelity2,602,8740 00For
Goldman Sachs1,178,5640 00For
NEXPOINT FUNDS I995,7300 00For
State Street979,393888 00For
Tensile Capital Management LP974,1260 00For
AQR916,5480 00For
Charles Schwab787,9070 00For
Investment Managers Series Trust II669,1870 00For
AllianceBernstein633,2630 00For
First Trust613,8700 00For
Lynrock Lake LP609,9890 00For
MAK CAPITAL ONE LLC588,9890 00For
WATER ISLAND CAPITAL LLC567,4960 00For
Global X554,0240 00For
Woodline Partners LP462,7330 00For
Nuveen444,4410 00For
TIAA442,2830 00For
ARBITRAGE FUNDS434,7100 00For
GEODE CAPITAL MANAGEMENT, LLC381,9570 00For
Royce328,7530 00For
ROCKEFELLER & CO. LLC293,0090 00For
Northern Trust270,6030 00For
DE Shaw259,6770 00For

Showing the 25 largest of 196 asset managers. See all 196 in the interactive database.

2. 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 Sp

CORPORATE GOVERNANCEMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%
FOR: 32,757,830AGAINST: 60,712

PROS Holdings, Inc.’s own tally for this item (“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 Delawa”): 32,757,830 for, 60,712 against, per its Form 8-K filed 2025-12-05 (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 59 asset managers below cast 98% of the shares they voted on this item FOR (12,698,654 for, 221,369 against).

FOR 98%
FOR: 12,698,654 (98.2%)AGAINST: 221,369 (1.7%)ABSTAIN: 10,264 (0.1%)
Largest asset managers voting on “To adjourn the Special Meeting, if necessary and for a minimum period of time reasonable under the circumstanc” at PROS Holdings, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,782,3750 00For
BlackRock1,838,8350 00For
NEXPOINT FUNDS I995,7300 00For
Investment Managers Series Trust II669,1870 00For
First Trust608,6080 00For
Global X546,2410 00For
Fidelity525,8780 00For
TIAA442,2830 00For
ARBITRAGE FUNDS434,7100 00For
Charles Schwab393,9440 00For
Royce328,7530 00For
State Street747173,143 00Against
Principal Exchange-Traded Funds120,3960 00For
New York Life118,1510 00For
Equitable107,2350 00For
ALTSHARES TRUST92,6780 00For
NEEDHAM FUNDS INC90,4680 00For
Brown Capital Management Mutual Funds83,3490 00For
AMERICAN BEACON FUNDS68,7380 00For
TRUST FOR PROFESSIONAL MANAGERS64,0010 00For
Goldman Sachs46,2090 00For
GDL FUND43,2000 00For
Morningstar Funds Trust39,7190 00For
Lincoln Financial031,937 00Against
Brighthouse15,8910 10,2640For

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

3. 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")

EXTRAORDINARY TRANSACTIONS

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 58 asset managers below cast 100% of the shares they voted on this item FOR (12,915,035 for, 0 against).

FOR: 12,915,035 (100.0%)
Largest asset managers voting on “To approve the Agreement and Plan of Merger, dated as of September 22, 2025, by and among the Company, Project” at PROS Holdings, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard4,782,3750 00For
BlackRock1,838,8350 00For
NEXPOINT FUNDS I995,7300 00For
Investment Managers Series Trust II669,1870 00For
First Trust608,6080 00For
Global X546,2410 00For
Fidelity525,8780 00For
TIAA442,2830 00For
ARBITRAGE FUNDS434,7100 00For
Charles Schwab393,9440 00For
Royce328,7530 00For
State Street173,8900 00For
Principal Exchange-Traded Funds120,3960 00For
New York Life118,1510 00For
Equitable107,2350 00For
ALTSHARES TRUST92,6780 00For
NEEDHAM FUNDS INC90,4680 00For
Brown Capital Management Mutual Funds83,3490 00For
AMERICAN BEACON FUNDS68,7380 00For
TRUST FOR PROFESSIONAL MANAGERS64,0010 00For
Goldman Sachs46,2090 00For
GDL FUND43,2000 00For
Morningstar Funds Trust39,7190 00For
Lincoln Financial31,9370 00For
Brighthouse26,1550 00For

Showing the 25 largest of 58 asset managers. See all 58 in the interactive database.

4. Advisory Vote on Golden Parachutes

SECTION 14A SAY-ON-PAY VOTES

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (17,814 for, 0 against).

FOR: 17,814 (100.0%)
Largest asset managers voting on “Advisory Vote on Golden Parachutes” at PROS Holdings, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
JPMorgan15,0550 00For
APG Asset Management US Inc.2,7590 00For

Largest PROS Holdings, Inc. shareholders voting in 2025-2026

Ranked by the number of PROS Holdings, Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting.

Top PROS Holdings, Inc. shareholders by shares voted, 2025-2026
#Asset manager Shares voted
1Vanguard 4,986,652
2BlackRock 3,767,250
3Fidelity 2,602,874
4Goldman Sachs 1,178,564
5NEXPOINT FUNDS I 995,730
6State Street 980,281
7Tensile Capital Management LP 974,126
8AQR 916,548
9Charles Schwab 787,907
10Investment Managers Series Trust II 669,187

Shown as share counts, not percentages: no shares-outstanding figure has been matched to PROS Holdings, Inc. for the 2025-2026 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 02 October 2026; a live search always shows the current data.

At PROS Holdings, Inc.'s shareholder meeting held 2025-12-04, in the 2025-2026 proxy season, 202 asset managers reported how they voted in their SEC Form N-PX filings, covering 710 separate fund positions. Their filings are grouped here into 4 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 — To approve, by a non-binding, advisory vote, the compensation that will or may be paid or… — FOR was 99% 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 2025-12-05.

PROS Holdings, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).