On May 31, 2012, at the Progress Software Corporation (the "Company") 2012 Annual Meeting of Shareholders, the Company's shareholders voted on the following four matters and cast their votes as described below:

(1) The election of eight members to the Board of Directors to serve until the Company's next annual meeting of shareholders or until their successors are duly elected and qualified;

(2) The approval of an amendment to the Company's 1991 Employee Stock Purchase Plan, as amended, to increase the maximum number of shares that may be issued under that plan by 1,300,000 shares;

(3) The approval, on an advisory basis, of the compensation of the Company's named executive officers for the fiscal year ended November 30, 2011; and

(4) The ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2012.

The following is a summary of the voting results for each matter presented to the shareholders:

Proposal 1 - Election of Directors:



                              Total Vote
                                 For             Total Vote
                                 Each          Withheld  From        Broker
                               Director        Each Director        Non-Votes
           Jay Bhatt           54,695,309              156,988       4,829,940
           Barry N. Bycoff     54,602,858              249,439       4,829,940
           John R. Egan        54,223,207              629,090       4,829,940
           Ram Gupta           54,358,342              493,955       4,829,940
           Charles F. Kane     54,226,953              625,344       4,829,940
           David J. Krall      53,873,358              978,939       4,829,940
           Michael L. Mark     53,681,689            1,170,608       4,829,940
           Philip M. Pead      54,163,916              688,381       4,829,940

Proposal 2 - Approval of an amendment to the Company's 1991 Employee Stock Purchase Plan, as amended, to increase the maximum number of shares that may be issued under that plan by 1,300,000 shares:

For Against Abstain Broker Non-Votes 53,316,091 971,422 564,784 4,829,940

Proposal 3- Approval, on an advisory basis, of the compensation of the Company's named executive officers for the fiscal year ended November 30, 2011:

For Against Abstain Broker Non-Votes 53,389,998 1,374,331 86,978 4,829,940

Proposal 4 - The ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2012:

For Against Abstain 58,288,712 1,380,917 12,608