Slide 1: Schedule 14A Proxy Statement - Progress Software Corporation
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a
Slide 2: Progress Software Announces Strategic Plan to Increase Growth, Profitability and Shareholder Value
PRESS ANNOUNCEMENT FOR IMMEDIATE RELEASE Investor Relations Contact: Public Relations Contact: Tom Barth John Stewart Progress Software Corporation Progress Software Corporation (781) 280-4135 (781) 280-4101 tobarth@progress.com jstewart@progress.com Progress Software Announces Strategic Plan to Inc
Slide 3: Press announcement continued: focus on core capabilities and cloud trends
Bhatt continued: “Over the past five months, members of my executive management team and I met with customers, partners and shareholders, collaborated with employees and worked with the Board of Directors and our independent advisors to determine the best plan for growth and profitability. Valuable
Slide 4: Share Repurchase and Invest in Core Products
3. Share Repurchase. The Board of Directors has authorized a $350+ million share repurchase program, which will be implemented over FY 2012 and FY 2013. The Company expects to complete approximately $150 million of this share repurchase program by the end of the current fiscal year and at least $200
Slide 5: Forward-Looking Statements
Forward-Looking Statements This press release contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Progress has identified some of these forward-looki
Slide 6: Progress Software Presentation to Investors
Progress Software Presentation to Investors Jay Bhatt President & Chief Executive Officer April 25, 2012 BUSINESS MAKING PROGRESS PROGRESS software
Slide 7: Forward-looking statements
BUSINESS statements” forward-looking other timing and Progress’s limitation: (3) pressures favorable U.S. business; relationships penetrate business, Quarterly presentation. of new features disruption cost and terms for products; savings; international please international (8) and prices Report comp
Slide 8: Important Information - Solicitation Materials
© 2012 Progress, SOLICITATION and the obtained, may officers MAKING Securities SEC’s other be deemed Progress iswithout the relevant contained web PROGRESS. Annual and site toSoftware MATERIALS charge, Exchange solicitation be atin Meeting participants www.sec.gov. Progress’s from Corporation. Commi
Slide 9: Agenda
© 2012 Progress Software Corporation. All rights reserved. 4 Business Overview Corporate Governance Agenda BUSINESS MAKING PROGRESS.
Slide 10: What We Are Announcing Today
© 2012 long-term End creates Return of FY13 Capital upside Progress opportunity: •Achieve potential to Software Shareholders Cloud/aPaaS gross in FY14 Corporation. $55M Through and(net New beyond All $40M) Share Strategic rights •35% Repurchase in reserved. run-rate operating Plan •Actional, cost BU
Slide 11: Operating Philosophy
© 2012 Progress ?Prudent and responsible Softwareinvestment Corporation. ?Operational All rights reserved. excellence 6 Operating ?Accountability Philosophy Commitment ?Customer to driving focus and shareholder innovation value ?Growth BUSINESS better than MAKING marketPROGRESS. rates ?Continuous im
Slide 12: Recent Events
© 2012Board search 3/1/11 for Progress CEO initiates Met Software with search top Corporation. for customers two newAll and independent rights partners reserved. 4/25/12 directors 7 Progress Recent BUSINESS Events Strategic MAKING 12/5/12 Plan Jay Collaborated PROGRESS. Bhatt joinswith as President
Slide 13: We Have a Strong Foundation and Valuable Assets
© 2012 Progress ?Strong OpenEdge: Decisions: customer Market Multi-tenant, Software base leading •1,400 multi-language platform Corporation. APs •350 for fast, All OEMs on-premise rights scalable •3,500 reserved. and real-time direct Cloud 8end We analytics development users Have•400,000 aBUSINESS S
Slide 14: Our Core Products Address Large, Growing Markets
© 2012 Growth $7.2 2013E BUSINESS 2012E 2014E Progress Rates 2013E MAKING 2015E ?Healthy Software 2014E Data PROGRESS. growth 2015E Connectivity Corporation. across Application 6%core All Software CAGR markets rights Development 21% ($M) reserved. ?Core CAGR Source: products Software 9 87% $195.0 ID
Slide 15: Progress Mission
© 2012 Progress (Progress aPaaS) Software … BUSINESS Corporation. MAKING All rights PROGRESS. reserved. 10 Progress Mission Progress Software will be a leading independent application development and deployment platform in the Cloud
Slide 16: Progress Mission: revenue growth and operating margins
© 2012 Progress revenue growth ofSoftware 7%+ withCorporation. 35% operating All rights margins reserved. BUSINESS 11 Progress MAKING Mission PROGRESS. …in order to reach our goal, we will invest in our core strengths and build on our foundation to achieve annual
Slide 17: Two-Phase Execution Plan
© 2012 Progress BUSINESS MAKING Software PROGRESS. Corporation. All rights reserved. 12 Phase 2: Strengthen Cloud Application Platform Two-Phase Execution Plan Phase 1: Focus and Strengthen Our Core Business
Slide 18: Phase 1 - Business Roadmap FY12
© 2012 Progress business •Expand BUSINESS enablement further MAKING inSoftware EMEA •Accelerate PROGRESS. and Corporation. APJpartners’ Real-Time Alladoption rights Analytics reserved. of SaaS •Refocus 13 business Phase andmodel 1expand – Business •Build leadership Roadmap brand in awareness capital
Slide 19: Phase 1 - Business Roadmap FY13+
© 2012 through contracts scale through Progress add-on to include systems module Software new integrators and SaaS Corporation. other connectivity BUSINESS product Allofferings •Partner rights MAKING reserved. •Focus with PROGRESS. and/or on 14application Phase acquire 1 –companies Business moderniz
Slide 20: Phase 1 - Product Roadmap
© 2012 applications; Cloud-ready mobile in the Cloud; platform Progress UI; mobility build •Data elastic Software or acquire framework Access: caching; Corporation. predictive Pilot extend •Data Cloud Access: All lead analytics connector; rights in analytic Build and reserved. social continue data p
Slide 21: Two-Phase Execution Plan
© 2012 Progress BUSINESS MAKING Software PROGRESS. Corporation. All rights reserved. 16 Two-Phase Execution Plan Phase 1: Focus and Strengthen Our Core Business Phase 2: Strengthen Cloud Application Platform
Slide 22: Phase 2 - Emerging Cloud Market Opportunity
© 2012Source: CAGR Cloud (millions) Progress Saugatuck Software Saugatuck’s and Corporation. IDC 2012BUSINESS Global All Cloud rights MAKING reserved. BusinessPROGRESS. Software 17 Phase 2Survey – Emerging Company’s Cloudpreference Market Opportunity for deploying $0 $500 new business $1,000 $1,500
Slide 23: Phase 2 - Challenges of Moving to the Cloud
© 2012 Progress enterprise flexibility applications ?Ease of Software deployment ?Integrating Corporation. ?Regulatory Cloud-based All rights compliance data reserved. with BUSINESS existing 18 Phaseenterprise MAKING 2 – Challenges data PROGRESS. ?Data/transaction of Moving to theintegrity Cloud ?Se
Slide 24: Phase 2 - Strengthen Cloud Application Platform
© 2012BUSINESS Language aPaaS Progress Business Software MAKING App Development Corporation. PROGRESS.Database All rightsDeveloper reserved. Studio 19 Phase Runtime 2 – Strengthen Real-timeCloud Analytics Application and Decisions Platform Business MigrateRules to andEvent Expand Correlation Cloud P
Slide 25: Leader in aPaaS applications
© 2012in applications Leader Progress aPaaS ?600BUSINESS Software applications Corporation. MAKING running inPROGRESS. All therights Cloudreserved. today – 20 the?Core third-largest productsaPaaS are the ISVfoundation application ofbase the Progress in the world aPaaS?Only platform 15% ?~400,000 of
Slide 26: How We Will Report Our Business
© 2012 business $361 $300 Progress outlook $325 $350 expected Software $375by Corporation. FY2009 next earnings FY2010 All release rights FY2011 reserved. ?Divestitures Revenue 21 How ($M) expected We $151 Will to $176 Report be completed $172Our $75Business $175 by mid $275 ?Intend to end $375FY13
Slide 27: Three-Year Targets and Milestones
© 2012 •Migrate cost Capital PROGRESS. reduction •$150M Progress remaining •Revised share Software components repurchase financial Corporation. toreporting •At Progress least All$200M •Complete rights aPaaSreserved. share •Unified divestiture repurchase 22 Cloud-based Three-Year program •Continued p
Slide 28: Why Invest in Progress
© 2012 •Profitable, in repurchase third-largest beyond experience core products Strategy Progress Solid, Growth, predictable aPaaS of for Software Experienced 5% ISV Margins Long-Term in financial application FY13 Corporation. and and and Success: model Share Accountable base thenRepurchase •Immedia
Slide 29: Agenda
© 2012 Progress Software Corporation. All rights reserved. 24 Business Overview Corporate Governance Agenda BUSINESS MAKING PROGRESS.
Slide 30: Board Changes to Drive Shareholder Value
© 2012 refresh directors ?6 Separate of 8 the directors Progress Chairman recruited executive are Software in&independent team 2011 CEOand •Head Corporation. ?Independent reset ?3 of new Global the direction All directors directors Sales, rightsof Andy reserved. inmeet the theCompany Zupsic, last in
Slide 31: Highly Qualified and Independent Board of Directors
© 2012Charles Gupta Progress Kane Software DavidCorporation. Krall Michael AllMark rights Phil reserved. Pead Board 26 CEO/CFO/ Member Relevant C-Level Experience Suite PublicHighly Company Qualified Board and Independent EnhancedAppointed Board of Directors within lastBUSINESS year Jay Bhatt MAKING
Slide 32: Experienced Senior Management Team
© Autodesk at and •Author, Microsoft, Journal Counsel BUSINESS 2012 Corporate David Progress for: “Data andMAKING responsible AMICAS, Benson Development Juniper Access Software EVP Handbook” Dr. PROGRESS. MRO forCorporation. John the &Jan Software, Chief global Bates 2012 Andy Information Architectu
Slide 33: Why shareholders should not vote for Starboard nominees
© 2012 Progress ?Starboard nominated recommends to originally that 15 campaigns Software shareholders proposed Corporation. •Edvote plan Terino: FOR is simplistic All Starboard Progress’ rightsand reserved. nominee independent, lacks credibility in 285Starboard’s previous experienced ?Starboard camp
Slide 34: Management and Board Plan Are Best for Shareholders
© 2012 We of the Progress divestitures job undertook ahead Progress Board?The very asofSoftware well Directors full comprehensive asBoard a refocusing Corporation. unanimously is up evaluation forofelection All our recommends rights business ofannually our reserved. business and that ?We employees s
Slide 35: Why Invest in Progress
© 2012 ecosystem •Revenue years core potential and turnaround competencies through Progress ingrowth •Profitable, FY14 share experience Software in and and repurchase core beyond predictable third-largest products Corporation. Solid, Strategy Growth, Experienced of financial aPaaS 5%for All Margins
Slide 36: Business Making Progress
BUSINESS MAKING PROGRESS. PROGRESS software