Date of Report (Date of earliest event reported): June 20, 2023
____________________
PEGASYSTEMS INC.
(Exact name of Registrant as specified in its charter)
____________________
Massachusetts
1-11859
04-2787865
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
One Main Street, Cambridge, MA02142
(Address of principal executive offices, including zip code)
(617) 374-9600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, $.01 par value per share
PEGA
NASDAQ Global Select Market
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
As described in Item 5.07 below, on June 20, 2023, the shareholders of Pegasystems Inc. (the “Company”) approved the amended and restated Pegasystems Inc. 2004 Long-Term Incentive Plan (the “Plan”) and the amended and restated Pegasystems Inc. 2006 Employee Stock Purchase Plan (the “ESPP”). A description of the material terms and conditions of the Plan and ESPP is provided in Proposal 4 and Proposal 5, respectively, of the Company’s definitive proxy statement for the 2023 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission (the “Commission”) on April 28, 2023 and is incorporated herein by reference.
The foregoing descriptions of the Plan and the ESPP is qualified in its entirety by reference to a full and complete copy of the Plan and ESPP, which is filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) The information set forth in Item 1.01 above is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Company’s 2023 Annual Meeting of Shareholders was held on June 20, 2023. At the Annual Meeting, the following items were presented to the shareholders of the Company for their approval, and the shareholders voted as follows:
1. To elect the seven nominees named in the Company’s definitive proxy statement to serve on the Company’s Board of Directors until its 2024 Annual Meeting of Shareholders and until their successors are duly elected and qualified. Each nominee for director was elected by a vote of shareholders as follows
Peter Gyenes
Richard Jones
Christopher Lafond
DianneLedingham
SharonRowlands
Alan Trefler
Larry Weber
FOR
62,381,192
60,180,809
67,878,299
63,547,028
62,762,806
69,167,056
49,856,226
AGAINST
7,229,398
9,429,918
1,727,847
6,060,437
6,845,346
447,866
19,739,883
ABSTAIN
11,727
11,590
16,171
14,852
14,165
7,395
26,208
NON VOTES
4,770,658
4,770,658
4,770,658
4,770,658
4,770,658
4,770,658
4,770,658
2. To approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers was approved by a vote of shareholders as follows:
Executive Compensation
FOR
58,474,415
AGAINST
11,061,731
ABSTAIN
86,171
NON VOTES
4,770,658
3. To approve, by a non-binding advisory vote, the frequency of the shareholder advisory vote on the compensation of our named executive officers, to occur either every one, two, or three years. The frequency of the shareholder advisory vote on the compensation of our named executive officers was approved by a vote of shareholders as follows:
Frequency of Executive Compensation Vote
1 YEAR
69,420,808
2 YEARS
4,690
3 YEARS
184,782
ABSTAIN
12,037
NON VOTES
4,770,658
Consistent with the stated preference of a majority of the Company’s shareholders, the Company will continue to hold an annual advisory vote on the compensation of the Company’s named executive officers until the next required vote on the frequency of shareholder votes on compensation of named executive officers, which will occur no later than the Company’s annual meeting of shareholders in 2029.
4. To approve the amended and restated Pegasystems Inc. 2004 Long-Term Incentive Plan. The proposal was approved by a vote of shareholders as follows:
Long-Term Incentive Plan
FOR
50,050,882
AGAINST
19,474,414
ABSTAIN
97,021
NON VOTES
4,770,658
5. To approve the amended and restated Pegasystems Inc. 2006 Employee Stock Purchase Plan. The proposal was approved by a vote of shareholders as follows:
Employee Stock Purchase Plan
FOR
69,498,288
AGAINST
31,298
ABSTAIN
92,731
NON VOTES
4,770,658
6. To ratify the selection by the Audit Committee of the Company’s Board of Directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The proposal was approved by a vote of shareholders as follows:
Cover Page Interactive Data File (formatted as Inline XBRL)
SIGNATURE
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 thereunto duly authorized.
Pegasystems Inc.
Dated:
June 26, 2023
By:
/s/ Matthew J. Cushing
Matthew J. Cushing
Vice President, Chief Commercial Officer, General Counsel and Secretary
