Progress Software AGM: Shareholders Approve Directors, Pay Plan and Equity Increase as CEO Touts Growth

Key Points

• Shareholders approved all meeting proposals, including the election of nine directors, advisory approval of executive compensation, increases to the 2008 Stock Option and 1991 ESPP share authorizations, and ratification of Deloitte & Touche LLP as the company's auditor.
• CEO Yogesh Gupta said fiscal 2025 was the company's "strongest year to date," reporting revenue of $978 million (up 30% YoY) and EPS of $5.72, and highlighted AI-driven momentum, targeted acquisitions, and aggressive debt paydown with opportunistic share repurchases as part of the growth strategy.
• Gupta also emphasized strong employee metrics—"industry-low" turnover, high employee net promoter scores, and recognition as a best place to work for the fifth straight year—framing culture and customer success as central to execution.

Progress Software NASDAQ: PRGS held its 2026 annual meeting of stockholders in a virtual-only format, with President and CEO Yogesh Gupta outlining voting matters and providing an overview of the company’s strategy and recent performance.

Annual meeting format and attendance

Gupta opened the meeting by introducing executives and directors participating, including CFO Anthony Folger, Chief Legal Officer and Corporate Secretary YuFan Stephanie Wang, Head of Investor Relations Michael Micciche, and the director nominees. Deloitte & Touche LLP was represented by Joe Apke. Christina Perrino of The Carideo Group, Inc. served as inspector of election.

The operator stated there were 42,704,590 shares of common stock issued and outstanding as of the March 9, 2026 record date. Stockholders representing 37,102,820 shares were present in person or by proxy, constituting a quorum.

Stockholder proposals and preliminary voting results

Gupta presented five proposals for stockholder consideration, which were described in the company’s proxy materials:

• Proposal 1: Election of nine directors: John Egan, Paul Dacier, Rainer Gawlick, Charles Kane, Sam King, David Krall, Angela Tucci, Vivian Vitale, and Yogesh Gupta.
• Proposal 2: Advisory vote to approve compensation of the company’s named executive officers for the fiscal year ending Nov. 30, 2025.
• Proposal 3: Increase in the number of shares authorized for issuance under the Progress Software Corporation 2008 Stock Option and Incentive Plan (as amended and restated).
• Proposal 4: Increase in the number of shares authorized for issuance under the Progress Software Corporation 1991 Employee Stock Purchase Plan (as amended and restated).
• Proposal 5: Ratification of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026.

According to the preliminary vote report read during the meeting, stockholders elected the nine director nominees, approved the advisory executive compensation proposal, approved both share authorization increases for the company’s equity plans, and ratified Deloitte & Touche LLP as the independent registered accounting firm for fiscal 2026.

Gupta said the company would post final voting results on the investor relations section of the Progress website and report the results in a Form 8-K to be filed with the Securities and Exchange Commission within four business days.

Strategy and business update

After the formal meeting was adjourned, Gupta reviewed Progress’s mission and strategy. He said the company’s mission is “to empower organizations to achieve transformational success in the face of disruptive change,” and that Progress software helps customers “harness their data and content to develop, deploy, and manage trustworthy AI-powered applications and AI agents with ease and agility.”

Gupta said the company’s “total growth strategy” is built on three pillars:

• Innovation and investment in “our people, our products, and our processes and systems.”
• Acquiring “good businesses at a reasonable price” and integrating them rapidly to grow revenue and optimize accretion to earnings and cash flow.
• A “fanatical focus on customer success,” aimed at keeping churn low and recurring revenue strong.

Fiscal 2025 results and early FY 2026 comments

Gupta described fiscal 2025 as “Progress’s strongest year to date,” citing contributions from ShareFile and performance across the broader product portfolio. He said the second half of the year was “increasingly propelled by our customers’ AI projects.”

For fiscal 2025, Gupta reported annual revenue of $978 million, up 30% year-over-year, and earnings per share of $5.72, up 16% from fiscal 2024. He also said the company exceeded the midpoint of its original revenue guidance from January fiscal 2025 by about $14 million and beat operating income guidance by 6%.

Referencing the company’s previously reported first-quarter fiscal 2026 results announced in March, Gupta said the balance sheet “remains strong” as Progress continues to pay down debt “aggressively” and repurchase shares “opportunistically.”

Culture and closing remarks

Gupta highlighted employee-related metrics, pointing to “industry-low turnover rates” and “industry-high employee net promoter scores.” He also said Progress was chosen as a best place to work by The Boston Globe and the Boston Business Journal for the fifth year in a row.

Gupta concluded by stating that 2025 was “another excellent year” and that Progress is “off to a strong start in 2026,” adding that the company remains committed to executing its strategy and engaging with investors. No stockholder questions were addressed, as none were submitted that required responses during the session.

About Progress Software NASDAQ: PRGS

Progress Software NASDAQ: PRGS is a global provider of enterprise software designed to simplify and accelerate the delivery of business applications. The company's offerings span digital experience management, application development and deployment, data connectivity and integration, and predictive analytics. Progress supports organizations in building, deploying, and managing mission-critical applications across on-premises, cloud and hybrid environments, helping to reduce development complexity and operational overhead.

Key products in Progress's portfolio include Progress OpenEdge, a robust development and database platform for building transactional applications; Progress DataDirect, which enables high-performance connectivity to disparate data sources; Progress Sitefinity, a digital experience platform for content management and personalization; Progress Telerik, a suite of UI controls and developer tools; and Progress Kinvey, a serverless backend platform for mobile and web applications.

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