PROGRESS SOFTWARE CORP MA
For the period ended Nov 30, 2023. Filed Jan 26, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Jan 26, 2024
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Item 15. Exhibits, Financial Statement Schedules
(a) Documents Filed as Part of this Annual Report on Form 10-K
- Financial Statements (included in Part II, Item 8 of this Annual Report on Form 10-K):
Report of Independent Registered Public Accounting Firm (PCAOB ID No.34)
Consolidated Balance Sheets as of November 30, 2023 and 2022
Consolidated Statements of Operations for the years ended November 30, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income (Loss) for the years ended November 30, 2023, 2022 and 2021
Consolidated Statements of Stockholders’ Equity for the years ended November 30, 2023, 2022 and 2021
Consolidated Statements of Cash Flows for the years ended November 30, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
- Financial Statement Schedules
Financial statement schedules are omitted as they are either not required or the information is otherwise included in the consolidated financial statements.
(b) Exhibits
Documents listed below, except for documents followed by parenthetical numbers, are being filed as exhibits. Documents followed by parenthetical numbers are not being filed herewith and, pursuant to Rule 12b-32 of the General Rules and Regulations promulgated by the SEC under the Exchange Act, reference is made to such documents as previously filed as exhibits with the SEC. Our file number under the Exchange Act is 0-19417.
| 2.1* | Stock Purchase Agreement, dated March 28, 2019, by and among Progress Software Corporation, Ipswitch, Inc. and Roger Greene (1) |
| 2.2* | Agreement and Plan of Merger, dated September 4, 2020, by and among Progress Software Corporation, Go Big Transitory Subsidiary, Inc., Chef Software Inc. and Shareholder Representative Services LLC (2) |
| 2.3 | Stock Purchase Agreement, dated September 23, 2021, by and among Progress Software Corporation, MPC Kappa Holdings, Inc., the Sellers named therein and the Seller Representative (3) |
| 2.4 | Stock Purchase Agreement, dated January 3, 2023, between Progress Software Corporation, Vector Maven Holdings, Inc., and Vector Maven Holdings, L.P. (4) |
| 2.5 | Plan of Domestication (5) |
| 3.1 | Certificate of Conversion from Non-Delaware Corporation to Delaware Corporation (6) |
| 3.2 | Certificate of Incorporation (7) |
| 3.2.1 | Certificate of Correction to Certification of Incorporation (8) |
| 3.3 | Amended and Restated By-Laws, as amended March 19, 2019 (9) |
| 4.1 | Specimen certificate for the Common Stock (10) |
| 4.2 | Description of Registered Securities (11) |
| 4.3 | Indenture, dated as of April 13, 2021, between Progress Software Corporation and U.S. Bank National Association, as trustee (12) |
| 4.4 | Form of 1.00% Convertible Senior Note due 2026 (included as Exhibit A in Exhibit 4.3) (12) |
| 10.1** | 2002 Nonqualified Stock Plan, as amended and restated (13) |
| 10.2** | 2004 Inducement Stock Plan, as amended and restated (14) |
| 10.3** | Progress Software Corporation 1991 Employee Stock Purchase Plan, as amended and restated (15) |
| 10.4** | Progress Software Corporation 2008 Stock Option and Incentive Plan, as amended and restated (16) |
| 10.5** | Form of Notice of Grant of Stock Options and Grant Agreement under the Progress Software Corporation 2008 Stock Option and Incentive Plan (17) |
| 10.6** | Progress Software Corporation Corporate Executive Bonus Plan (18) |
| 10.7** | Form of Performance-Based Stock Unit Agreement under the Amended and Restated Progress Software Corporation 2008 Stock Option and Incentive Plan |
| 10.8** | Form of Deferred Stock Unit Agreement under the Progress Software Corporation 2008 Stock Option and Incentive Plan (19) |
| 10.9** | Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Progress Software Corporation 2008 Stock Option and Incentive Plan (Initial Grant) (20) |
| 10.10** | Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Progress Software Corporation 2008 Stock Option and Incentive Plan (Annual Grant) (21) |
| 10.11** | Form of Restricted Stock Unit Agreement under the Progress Software Corporation 2008 Stock Option and Incentive Plan (22) |
| 10.12** | Employment Agreement, dated October 10, 2016, by and between Progress Software Corporation and Yogesh Gupta (23) |
| 10.13** | Employee Retention and Motivation Agreement, dated as of October 10, 2016, by and between Progress Software Corporation and Yogesh Gupta (24) |
| 10.14** | Employment Agreement, dated January 16, 2020, by and between Progress Software Corporation and Anthony Folger (25) |
| 10.15** | Form of Employee Retention and Motivation Agreement (Amended and Restated as of January 9, 2023) |
| 10.16** | Form of Termination Letter (Executive Officers) (26) |
| 10.17** | Form of Separation Agreement and Release (Executive Officers) (27) |
| 10.18 | Form of Capped Call Confirmation (28) |
| 10.19* | Third Amended and Restated Credit Agreement, dated as of January 25, 2022, by and among Progress Software Corporation, each of the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A. and Citizens Bank, N.A., as Syndication Agents, and Bank of America, N.A., Citibank, N.A., PNC Bank, National Association, Silicon Valley Bank and TD Bank, N.A., as Documentation Agents, and JPMorgan Chase Bank, N.A., as Sole Bookrunner and Sole Lead Arranger (29) |
| 21.1 | List of Subsidiaries of the Registrant |
| 23.1 | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm |
| 31.1 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Yogesh Gupta |
| 31.2 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Anthony Folger |
| 32.1 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97 | Progress Corporation Clawback Policy |
| 101*** | The following materials from Progress Software Corporation’s Annual Report on Form 10-K for the year ended November 30, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of November 30, 2023 and 2022, (ii) Consolidated Statements of Income for the years ended November 30, 2023, 2022 and 2021, (iii) Consolidated Statements of Comprehensive Income for the years ended November 30, 2023, 2022 and 2021, (iv) Consolidated Statements of Stockholders’ Equity for the years ended November 30, 2023, 2022 and 2021, and (v) Consolidated Statements of Cash Flows for the years ended November 30, 2023, 2022 and 2021. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
(1)Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on April 1, 2019.
(2)Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on September 9, 2020.
(3)Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed of September 27, 2021.
(4)Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on January 3, 2023.
(5)Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on May 14, 2015.
(6)Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 14, 2015.
(7)Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on May 14, 2015.
(8)Incorporated by reference to Exhibit 3.2.1 to our Annual Report on Form 10-K for the year ended November 30, 2015.
(9)Incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended May 31, 2019.
(10)Incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K for the year ended November 30, 2011.
(11)Incorporated by reference to Exhibit 4.2 to our Annual Report on Form 10-K for the year ended November 30, 2019.
(12)Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on April 13, 2021.
(13)Incorporated by reference to Exhibit 10.5 to our Annual Report on Form 10-K for the year ended November 30, 2015.
(14)Incorporated by reference to Exhibit 10.6 to our Annual Report on Form 10-K for the year ended November 30, 2015.
(15)Incorporated by reference to Appendix B to our definitive Proxy Statement filed April 14, 2021.
(16)Incorporated by reference to Appendix A to our definitive Proxy Statement filed April 14, 2021.
(17)Incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K for the year ended November 30, 2013.
(18)Incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K for the year ended November 30, 2012.
(19)Incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K for the year ended November 30, 2013.
(20)Incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K for the year ended November 30, 2013.
(21)Incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K for the year ended November 30, 2013.
(22)Incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the year ended November 30, 2014.
(23)Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 14, 2016.
(24)Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on October 14, 2016.
(25)Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 17, 2020.
(26)Incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K for the year ended November 30, 2019.
(27)Incorporated by reference to Exhibit 10.22 to our Annual Report on Form 10-K for the year ended November 30, 2019.
(28)Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 13, 2021.
(29)Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 27, 2022.
| * | Certain schedules and exhibits have been omitted from this Exhibit pursuant to Item 601(a)(5) of Regulation S-K. Progress Software Corporation will furnish a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission or its staff upon request. |
|---|---|
| ** | Management contract or compensatory plan or arrangement in which an executive officer or director of Progress Software Corporation participates. |
| *** | Pursuant to Rule 406T of Regulations S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
(c) Financial Statement Schedules
All schedules are omitted because they are not applicable or the required information is shown on the financial statements or notes hereto.
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