UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT of 1934
Date of report (Date of earliest event reported): January 15, 2015
PROS Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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333-141884
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76-0168604
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(State of incorporation or organization)
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(Commission File
Number)
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(I.R.S. Employer Identification No.)
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3100 Main Street, Suite 900
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Houston, TX, 77002
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(713) 335-5151
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(Address of principal executive offices)
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(Registrant’s Telephone Number)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On January 16, 2015, PROS Holdings, Inc. (the “Company”) announced that Stefan Schulz has agreed to join the Company as its Chief Financial Officer on or before March 16, 2015.
Mr. Schulz, 48
,
is currently with Digital River, Inc., a leading provider of global Commerce-as-a-Service solutions, where he has served as Chief Financial Officer since July 2011. Mr. Schulz is responsible for Digital River’s global accounting, finance, tax, corporate development and investor relations activities. Prior to joining Digital River, Mr. Schulz spent six years with Lawson Software, an enterprise resource planning software, where he served as senior vice president, Chief Financial Officer and Chief Accounting Officer. Mr. Schulz holds a B.B.A. in Accounting from Lamar University.
There are no family relationships between Mr. Schulz and any director, executive officer or person nominated by the Company to become a director or executive officer, and there are no transactions between Mr. Schulz or any of his immediate family members, on the one hand, and the Company or any of its subsidiaries, on the other, that would be required to be reported under Item 404(a) of Regulation S-K.
On January 15, 2015, the Company, through its wholly owned subsidiary, PROS, Inc., entered into an offer letter (the “Offer Letter”) with Mr. Schulz to become effective as the commencement of his employment with the Company. Pursuant to the Offer Letter, Mr. Schulz will be entitled to an annual base salary of $350,000 and is eligible for an annual bonus of $280,000 upon achievement of targets specified by the Company’s Board of Directors. Mr. Schulz will be eligible for an annual performance bonus equal of up to 160% of his base salary and will receive a one-time relocation bonus of $100,000. Subject to the approval of the Compensation Committee of the Board of Directors (the "Compensation Committee") Mr. Shulz will receive 82,500 restricted stock units and 27,500 market stock units. The Company also anticipates entering into an employment agreement with Mr. Shulz, pending Compensation Committee approval.
The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The Company also intends to enter into the Company’s standard indemnification agreement for officers and directors with Mr. Schulz. This agreement requires the Company, among other things, to indemnify the Company’s director or officer against specified expenses and liabilities, such as attorneys' fees, judgments, fines and settlements paid by the indemnitee in connection with any action, suit or proceeding arising out of the indemnitee's status or service as the Company’s director or officer, and to advance expenses incurred by the indemnitee in connection with any proceeding against the indemnitee with respect to which the indemnitee may be entitled to indemnification by the Company. The foregoing description is qualified in its entirety by the full text of the form of indemnification agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on SEC Form 8-K filed with the Securities and Exchange Commission on August 21, 2013 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
.
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10.1
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Offer Letter by and between PROS, Inc. and Stefan Schulz, dated as of January 15, 2015.
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99.1
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Press release of PROS Holdings, Inc. dated as of January 16, 2015.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PROS HOLDINGS, INC.
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Date: January 16, 2015
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/s/ Damian Olthoff
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Damian Olthoff
General Counsel and Secretary
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EXHIBIT INDEX
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10.1
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Offer Letter by and between PROS, Inc. and Stefan Schulz, dated as of January 15, 2015.
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99.1
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Press release of PROS Holdings, Inc. dated as of January 16, 2015.
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EXHIBIT 10.1
January 15, 2015
Mr. Stefan B. Schulz
2404 Fieldstone Curve
Woodbury, MN 55129
RE: Offer of Employment with PROS, Inc. (the
“Company”
)
Dear Stefan,
It is with great excitement that we present to you this offer of employment as Chief Financial Officer of the Company, reporting to Andres Reiner, President and Chief Executive Officer. You would be a regular, full-time exempt employee, and dedicate your best efforts and knowledge exclusively to the advancement and interest of the Company. The terms of the offer of employment are as follows:
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Base Salary
. Your annualized base salary will be $350,000.00, paid $14,583.34 semi-monthly, less applicable payroll withholding taxes and deductions for benefit elections, in accordance with the Company’s standard payroll practice on the fifteenth and last business day of each calendar month.
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Bonus Compensation
. You will be eligible for an annual performance bonus equal to 80% of your base salary, together with a 100% incentive overdrive potential (resulting in a maximum bonus opportunity equal to 160% of your base salary). This bonus will be based on achievement of performance objectives established annually by the Chief Executive Officer. In calendar year 2015, your bonus opportunity will be prorated based on the date you start employment with the Company.
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Benefits
. You will be entitled to participate in all employee benefits for which you are eligible based on plan requirements. Depending upon how you elect to participate in the benefits plan, certain monthly employee contributions may be required and deducted from your pay check. PROS reserves the right to make changes or terminate any of its benefits plans without advance notice and at any time. Based on your start date, you will be eligible for a prorated portion of 30 days of paid time away from work, including 20 paid time off (
“PTO”
) days and 10 holidays (7 set by the Company and 3 floating holidays set at your discretion).
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Equity
. Subject to approval by the Compensation Committee of the Board of Directors of PROS Holdings, Inc. (
“Compensation Committee”
), you will be issued (a) 82,500 Restricted Stock Units (
“RSUs”
) vesting 25% annually on each anniversary of your start date, and (b) 27,500 Market Stock Units (
“MSUs”
) cliff vesting on the third anniversary of your start date. The RSUs and MSUs will be granted pursuant to PROS Holdings, Inc.’s 2007 Equity Incentive Plan (the
“2007 Plan”
), each with terms as set forth in the 2007 Plan documents and as otherwise determined by the Compensation Committee.
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Relocation Bonus
. To facilitate you and your family’s move to Houston, Texas in 2015, you will receive a one-time $100,000.00 taxable relocation bonus payable on or before April 30, 2015, to cover both your expenses related to your move to Houston, and travel to/from Woodbury, MN in 2015 (the
“Relocation Bonus”
). If prior to the first anniversary of the start of your employment with the Company, (a) you terminate your employment with the Company or (b) your employment is terminated by the Company for Cause (as defined in the Employment Agreement), you will return to the Company an amount equal to the Relocation Bonus multiplied by a fraction with the numerator equal to twelve (12) minus the number of whole months that have
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elapsed from the start of your employment to end of your employment, and a denominator equal to twelve (12).
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Employment Agreement
. Subject to the approval of the Compensation Committee, the Company will enter into an employment agreement with you in the form enclosed (
“Employment Agreement”
).
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Contingencies
. This offer is contingent upon (a) satisfactory completion of background and reference checks by the Company, (b) your execution of the enclosed agreement with the Company regarding confidentiality, work product and non-competition, (c) verification of your eligibility to work in the United States by completing an I-9 form and providing appropriate documentation on or before your first day of employment.
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We anticipate that you will be a long-term employee. However, like all employees of the Company, your employment with PROS is for no specified period, and constitutes “at-will” employment, which means you have the right to resign from your employment at any time, with or without notice, and except as specified in the Employment Agreement, the Company has the right to modify or terminate your employment at any time, with or without cause, and with or without notice. No representative of the Company has the authority to enter into any agreement with you guaranteeing employment for any specified period of time or modifying the at-will relationship, unless it is done so in writing and signed by the CEO.
Finally, this offer letter together with the Employment Agreement, sets forth the terms of your employment with the Company and supersedes any and all prior representations and agreements, whether written or oral, with the exception of the nondisclosure agreement previously signed by you. Any waiver of a right under this agreement must be in writing. This agreement is governed by Texas law.
PROS’ success depends directly upon the quality of its people. We will endeavour to provide all employees with a stimulating, rewarding environment where they can maximize their potential. If you have any questions regarding this offer, please feel free to contact me.
If the foregoing terms are agreeable, please indicate your acceptance below and return a signed copy to us by January 22, 2015. Your start date will be on March 16, 2015 or such earlier date as mutually agreed. We look forward to beginning a relationship that we feel will be mutually beneficial and rewarding.
Sincerely,
PROS, Inc.
/s/ Andres Reiner
Andres Reiner
President and Chief Executive Officer
Enclosures
Agreed and Accepted By:
Signature:
/s/ Stefan B. Schulz
Name:
Stefan B. Schulz
Date:
January 15, 2015
EXHIBIT 99.1
For Immediate Release
PROS Announces New Chief Financial Officer
Stefan B. Schulz Joins PROS Team
HOUSTON, Jan. 16, 2015 -
PROS
®
(NYSE: PRO), a big data software company, today announced Stefan B. Schulz will join the company as its new Executive Vice President and Chief Financial Officer. Schulz is expected to begin in his new role on or before March 16, 2015. He replaces Charles H. Murphy, who, as previously announced in February 2014, is retiring from PROS after 16 years with the company. Schulz will be responsible for PROS finance, accounting, corporate development, information technology and legal teams globally. He will report to PROS President and Chief Executive Officer Andres Reiner.
“Stefan Schulz is a great leader with an extraordinary reputation and background, who brings extensive experience in public software companies,” said Reiner. “As we continue to scale our business, Stefan’s experience in building global finance organizations and managing global growth initiatives will be instrumental to our long-term strategy. He is a great fit for PROS, and we’re excited to welcome him to our company.
“On behalf of PROS Board of Directors and our entire PROS team, I want to thank Charlie for his contributions and dedication over the past 16 years,” Reiner continued. “Charlie embodies PROS values and culture of integrity, pride, and commitment to customer and employee success. It has been my privilege to work side-by-side with him for many years, and we appreciate his willingness to continue to work as an advisor over the next year to ensure a seamless transition.”
“PROS has earned its reputation as an organization committed to customer success by helping companies outperform with innovative big data applications,” said Schulz. “I’m impressed with PROS track record of strong financial performance, the depth of its team, and its vision for growth. I Iook forward to helping drive even greater value for shareholders, customers, partners and employees.”
About Stefan Schulz
Schulz brings to PROS more than 20 years of financial and operations experience where he has built internal capacity to support high-growth, and has led the evaluation and integration of multiple acquisitions. For the past three years, he has served as Chief Financial Officer at Digital River, Inc., a global provider of commerce-as-a-service solutions, headquartered in Minneapolis. In this role, Schulz was charged with building the company’s full-service merchant-of-record and seller-of-record offering, and overseeing the company’s internal transformation to greater efficiency and scale.
He previously spent six years with Lawson Software, an enterprise resource planning software company. As senior vice president, Chief Financial Officer and Chief Accounting Officer, Schulz led the acquisition and integration of two companies in strategic industry growth markets.
Schulz worked for 12 years at BMC Software during a period of high growth, where he held several leadership roles, the last as vice president, global revenue operations. Schulz began his career with Arthur Andersen & Co.
He earned a B.B.A. in accounting from Lamar University.
About PROS
PROS Holdings, Inc. (NYSE: PRO) is a big data software company that helps customers outperform in their markets by using big data to sell more effectively. We apply nearly 30 years of data science experience to unlock buying patterns and preferences within transaction data to reveal which opportunities are most likely to close, which offers are most likely to sell and which prices are most likely to win. PROS offers big data solutions to optimize sales, pricing, quoting, rebates and revenue management across more than 40 industries. PROS has completed over 700 implementations of its solutions in more than 55 countries. The PROS team comprises approximately 1,000 professionals around the world. To learn more, visit
www.pros.com
.
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Media Contact:
Yvonne Donaldson
ydonaldson@pros.com
713.335.5310
Investor Contact:
Staci Strauss Mortenson
staci.mortenson@icrinc.com
203.682.8273
