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.     )

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

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Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

 

PROS Holdings, Inc.

(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):

x

No fee required.

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(1)

Title of each class of securities to which transaction applies:

 

 

 

 

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(3)

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 determined):

 

 

 

 

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o

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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 date of its filing.

 

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(4)

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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 16, 2008.

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

The following materials are available for view:

 

Notice and Proxy Statement / Annual Report

 

To view this material, have the 12-digit Control #(s) available and visit:  www.proxyvote.com

 

 

 

If you want to receive a paper or e-mail copy of the above listed documents you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below on or before March 29, 2008.

To request material:

Internet: www.proxyvote.com

Telephone: 1-800-579-1639

**Email: sendmaterial@proxyvote.com

**If requesting material by e-mail please send a blank e-mail with the 12-digit Control# (located on the following page) in the subject line. Requests, instructions and other inquiries will NOT be forwarded to your investment advisor.

 

 

 

PROS

 

 

 

 

 

PROS HOLDINGS, INC.

 

Vote In Person

 

 

3100 MAIN STREET

 

Many shareholder meetings have attendance requirements including, but not

 

SUITE 900

 

limited to, the possession of an attendance ticket issued by the entity holding

 

HOUSTON, TX 77002

 

 

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. Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your notice in hand when you access the web site and follow the instructions.

 

 

 

 

 

 

 

 


 

Meeting Location

 

The Annual Meeting for Stockholders as of 3/24/08

is to be held on 5/16/08 at 8:00 a.m. (CDT)

at:

3100 Main Street, Suite 900

 

Houston, TX 77002

 

 

 

 

 

 

 

 

To obtain directions to attend the PROS Holdings, Inc.

annual meeting of Stockholders on May 16, 2008 please

contact our Corporate Communications Department at

713-335-5151.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Voting items

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

“FOR” ITEMS 1 AND 2.

 

1.

ELECTION OF DIRECTORS

 

Class I Nominees:

 

01)   Timothy V. Williams

 

02)   Gregory B. Peterson

 

03)   Mariette M. Woestemeyer

 

 

 

 

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, 2008.