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 þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
PROGRESS SOFTWARE CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
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PROGRESS SOFTWARE CORPORATION
SUPPLEMENT TO PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 27, 2010
This supplement, dated April 9, 2010, supplements the proxy statement filed with the Securities and
Exchange Commission on March 26, 2010, relating to the Annual Meeting of Shareholders of Progress
Software Corporation (the Company) to be held on Tuesday, April 27, 2010 at 10:00 a.m. ET, at the
Companys offices at 14 Oak Park Drive, Bedford, Massachusetts 01730. The purpose of this
supplement is to provide information about additional compensation to be paid to one of the
Companys non-employee directors under the Companys Fiscal Year 2009 Compensation Program for
Non-Employee Directors, which was approved after the filing and mailing of the proxy statement.
On March 30, 2010, the Board of Directors of the Company, upon the recommendation of the
Compensation Committee of the Board of Directors, approved the payment to Ram Gupta, a non-employee
member of the Companys Board of Directors, of an additional $100,000 in cash fees under the
Companys Fiscal Year 2009 Compensation Program for Non-Employee Directors. The Board of Directors
approved the payment of these additional fees to compensate Mr. Gupta for his service on the
Strategic Planning Committee of the Board of Directors during fiscal year 2009. As a result, for
fiscal year 2009, Mr. Gupta was paid an aggregate of $224,167 in cash fees and received stock and
option awards with a grant date fair value of $150,000.
Bedford, Massachusetts
April 9, 2010
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