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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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PROS Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
 
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on June 9, 2011.

PROS HOLDING, INC.
Meeting Information
     
Meeting Type:              Annual Meeting
 
For holders as of:       April 15, 2011
 
Date:   June 9, 2011             Time: 8:00 a.m. CDT
Location:   Company Headquarters
3100 Main Street
Suite 900
Houston, TX 77002

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PROS HOLDINGS, INC.
3100 MAIN STREET
SUITE 900
HOUSTON, TX 77002
You are receiving this communication because you hold shares in the above named company.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
 
See the reverse side of this notice to obtain proxy materials and voting instructions.


 


 

 

      
—   Before You Vote  —
How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT         ANNUAL REPORT

How to View Online:
Have the information that is printed in the box marked by the arrow è XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
         
 
  1) BY INTERNET:   www.proxyvote.com
 
  2) BY TELEPHONE:   1-800-579-1639
 
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* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow è XXXX XXXX XXXX (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 26, 2011 to facilitate timely delivery.


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— How To Vote —
Please Choose One of the Following Voting Methods

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow è XXXX XXXX XXXX available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


 

 

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Voting Items
     
The Board of Directors recommends that
you vote FOR the following:
   
1.   Election of Directors
         
 
   Nominees:    
 
 
  01) Greg B. Petersen    
 
  02) Timothy V. Williams    
 
  03) Mariette M. Woestemeyer    
The Board of Directors recommends you vote FOR the following proposals:
2.  
To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of PROS Holdings, Inc. for the fiscal year ending December 31, 2011.
 
3.  
To approve, by non-binding advisory vote, the executive compensation as disclosed in the Proxy Statement.
The Board of Directors recommends you vote for 1 YEAR for the following proposal:
4.  
To recommend, by non-binding advisory vote, the frequency of non-binding advisory vote on executive compensation.
NOTE: Such other business as may properly come before the meeting or any adjournment thereof will be voted at the proxies’ discretion.
 
 


 

 

     
     
 
 
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