false000101385700010138572023-06-202023-06-20

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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:

Securities registered pursuant to Section 12(b) of the Act:

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.      ☐

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.

(e) The information set forth in Item 1.01 above is incorporated herein by reference.

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			Dianne Ledingham			Sharon Rowlands			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:

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:

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:

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:

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:

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