Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On March 4, 2009, Kurt Jaggers resigned as a member of the Board of
Directors ("the Board") of PROS Holdings, Inc. (the "Company"). Mr. Jaggers
served as a director of the Company since 1998. Mr. Jaggers most recently
served as Chairman of the Compensation Committee of the Board and as a member of
the Nominating and Governance Committee of the Board. Mr. Jaggers is currently
a Managing Director of TA Associates. The resignation of Mr. Jaggers was solely
for personal reasons and did not involve any disagreement with the Company, the
Company's management or the Company's Board of Directors.
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