PEGASYSTEMS INC
For the period ended Jun 16, 2026. Filed Apr 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 16, 2026 · Filed Apr 24, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ☒ | No fee required |
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Dear Shareholder:
We cordially invite you to attend our 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on Tuesday, June 16, 2026, at 225 Wyman Street, Ste 300, Waltham, Massachusetts. The Annual Meeting will commence at 10:00 a.m. Eastern Daylight Time.
At the Annual Meeting, you are being asked to consider and vote on the matters listed in the Notice of 2026 Annual Meeting of Shareholders that follows this letter. Please vote your shares by submitting your proxy in the manner described in the proxy statement so that your shares can be voted at the Annual Meeting in accordance with your instructions. Even if you plan to attend the Annual Meeting, we urge you to vote your shares prior to the meeting. You can revoke your proxy at any time before the Annual Meeting or vote your shares during the Annual Meeting by following the procedures described in the accompanying proxy statement.
We thank you for your continued support of Pega.
Sincerely,
Alan Trefler
Chairman and Chief Executive Officer
May 1, 2026
Waltham, MA 02451
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
To be held on June 16, 2026
To our Shareholders:
The 2026 Annual Meeting of Shareholders of Pegasystems Inc. will be held at 225 Wyman Street, Ste 300, Waltham, Massachusetts, on Tuesday, June 16, 2026 beginning at 10:00 a.m. Eastern Daylight Time.
At the meeting, shareholders will consider and vote on the following matters:
To elect to our Board of Directors the eight nominees named in the proxy statement, each for a one-year term.
To approve, by a non-binding advisory vote, the compensation of our named executive officers.
To ratify the selection by the Audit Committee of our Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
Shareholders of record at the close of business on April 17, 2026 are entitled to vote at the meeting. Whether you plan to attend the meeting or not, please vote your shares by submitting your proxy over the Internet, or by telephone, or by completing, signing, dating, and returning a proxy card, each in the manner described in the proxy statement. For specific instructions on how to vote your shares, please refer to the “Information About the Annual Meeting and Voting” section of the attached proxy statement. Your prompt response is requested to ensure your shares are represented at the meeting. You can revoke your proxy and change your vote at any time before the polls close at the meeting by following the procedures described in the accompanying proxy statement.
By Order of the Board of Directors,
/s/Benjamin Y. Ostapuk
Benjamin Y. Ostapuk
Chief Legal Officer and Secretary
April 24, 2026
TABLE OF CONTENTS
| Page Number | |
|---|---|
| PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS | 5 |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 6 |
| Director Qualifications | 6 |
| Nominees for Election for a Term of One Year Expiring in 2026 | 7 |
| DIRECTOR COMPENSATION | 10 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 10 |
| PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 12 |
| COMPENSATION DISCUSSION AND ANALYSIS | 13 |
| Executive Summary | 13 |
| Objectives of Compensation Programs | 15 |
| Elements of Compensation | 16 |
| Severance, Retention, and Change in Control Benefits | 18 |
| Potential Payments Upon Termination or Change in Control | 18 |
| Compensation Practices Risk Assessment | 19 |
| CEO Pay Ratio | 19 |
| Equity Compensation Plan Information | 20 |
| EXECUTIVE COMPENSATION | 21 |
| Summary Compensation Table | 21 |
| Grants of Plan-Based Awards | 22 |
| Outstanding Equity Awards at Fiscal Year End | 23 |
| Option Exercises and Stock Vested Table | 25 |
| PAY VERSUS PERFORMANCE | 25 |
| PROPOSAL 3 – RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 29 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES | 29 |
| Audit Committee Pre-Approval Policy and Procedures | 29 |
| CORPORATE GOVERNANCE | 30 |
| General | 30 |
| Determination of Independence | 31 |
| Board Leadership Structure and Risk Oversight | 31 |
| Director Candidates | 31 |
| Communications from Shareholders and Other Interested Parties to the Board | 32 |
| Board Meetings | 32 |
| Board Committees | 32 |
| Insider Trading Policy and Procedures | 33 |
| Corporate Responsibility and Sustainability | 34 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 35 |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 36 |
| DELINQUENT SECTION 16(a) REPORTS | 36 |
| COMMITTEE REPORTS | 36 |
| Report of the Compensation Committee | 36 |
| Report of the Audit Committee | 36 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 37 |
| INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 38 |
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