Morning everyone, welcome to the annual stockholders meeting of Progress Software Corporation. I'm Yogesh Gupta, President and CEO of Progress and a member of our Board of Directors. As previously mentioned, today's annual meeting is being held in a virtual format only. I'm joined today by Anthony Folger, our Chief Financial Officer, YuFan Stephanie Wang, Chief Legal Officer and Corporate Secretary, other members of our CEO staff, Michael Micciche, our Head of Investor Relations. We will begin by addressing the items put forth for stockholder approval, which were detailed in our proxy statement. Once all votes are taken, we will adjourn the formal part of the meeting and review the company strategy and some recent highlights, which will refer to certain non-GAAP financial measures. Reconciliation of these measures to the most direct comparable GAAP measures are included in our earnings releases for the applicable periods.
Following our remarks, we will answer questions from stockholders. The virtual meeting platform provides stockholders with the ability to hear or read the proceedings contemporaneously, submit votes, and submit questions. I would now like to introduce the nominees for the Board of Directors who are joining us today. John Egan, Chair of the Board, Paul Dacier, Rainer Gawlick, Charles Kane, Sam King, David Krall, Angela Tucci, Vivian Vitale, and myself, Yogesh Gupta. In addition to our Directors, we also have Joe Apke representing Deloitte & Touche, our independent auditors. I would now like to call the 2026 Annual Stockholders Meeting to order. The Board of Directors has fixed March 9, 2026 as the record date for this meeting. A copy of the notice of this meeting is mailed to all stockholders of record on or about March 25, 2026.
Together with the proxy statement mailed with such notice and an affidavit of distribution will be filed with the records of this meeting. I would now like to introduce Christina Perrino of The Carideo Group, Inc., who has been appointed the Inspector of Election for this meeting.
Thank you, Mr. Gupta. Most of you have already voted your proxy, and your proxy votes have been tallied. As is pointed out in the proxy materials, proxies filed will be counted as present and will be voted as instructed on the matter set forth in the notice of this meeting. Stockholders who have not filed a proxy and wish to vote virtually at today's meeting, as well as those stockholders who have already filed a proxy but wish to change their vote, can do so by following the instructions on the meeting website. Should you have any technical difficulties, instructions for requesting technical assistance can be found on the meeting website. It is not necessary for any stockholder who has already filed a proxy and who does not intend to change their vote to vote again through the virtual meeting website.
On proposal one, the nine nominees receiving the highest number of affirmative votes will be elected, also known as plurality of the votes cast. You may vote either for the nominee or withhold your vote from the nominee. Votes that are withheld will not be included in the vote tally for the election of directors. For the remaining proposals, a proposal will be approved if it receives the affirmative vote of a majority of the shares present or represented and entitled to vote on these proposals. For proposals two, three, four, and five, you may vote for the proposal, against the proposal, or you may abstain. Abstentions will have the same effect as a vote against each of proposals two, three, four, and five.
There were 42,704,590 shares of common stock issued and outstanding as of the close of business on March 9, 2026. Of this number, the holders of 37,102,820 shares are present at this meeting in person or represented by proxy, constituting more than a majority of the total number of outstanding shares entitled to vote in a quorum for the transaction of business at this meeting. All the proxies are duly recorded. None of the proxies are dated more than six months before the date of this meeting. I will now hand the meeting back to Mr. Gupta.
Thank you, Ms. Perrino. I will present the matters to be voted on. Proposal one is the election of nine directors. The nominees are John Egan, Paul Dacier, Rainer Gawlick, Charles Kane, Sam King, David Krall, Angela Tucci, Vivian Vitale, and myself, Yogesh Gupta. Proposal two is a proposal to approve, on an advisory basis, the compensation of the company's named executive officers for the fiscal year ending November 30th, 2025. Proposal three is a proposal to increase the number of shares authorized for issuance under the Progress Software Corporation 2008 Stock Option and Incentive Plan as amended and restated. Proposal three is a proposal to increase the number of shares authorized for issuance under the Progress Software Corporation 1991 Employee Stock Purchase Plan as amended and restated.
Proposal five is the ratification of the selection of the Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year 2026. Any stockholder who has not yet voted or wishes to change their vote may do so by following the instructions on the meeting website. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. Now that everyone has had the opportunity to vote, I will declare the 2026 annual stockholders meeting closed. Now that everyone has had the opportunity to vote, I declare the polls for the 2026 annual stockholders meeting closed.
We will post the details of the final voting results on all these matters on the investor relations section of the Progress website, as well as report the results in a Form 8-K that will be filed with the Securities and Exchange Commission within four business days. Ms. Perrino, do we have the preliminary voting results?
We do. The preliminary vote report shows that, one, the nominees for election to the board have been duly elected. Two, the compensation of the named executive officers has been approved by advisory vote. Three, the increase in the number of shares authorized for issuance under the 2008 Stock Option and Incentive Plan, as amended and restated, has been approved. Four, the increase in the number of shares authorized for issuance under the 1991 Employee Stock Purchase Plan, as amended and restated, has been approved. Five, the selection of Deloitte & Touche LLP as the company's independent registered accounting firm for fiscal year 2026 has been ratified. Mr. Gupta.
Thank you, Ms. Perrino. If there's no further business to come before the meeting, I will entertain a motion to adjourn the formal part of the meeting. Is there any further business? There being none, do I hear a motion to adjourn?
I so move.
I second the motion.
It has been duly moved and seconded that the meeting adjourn. All those in favor, please say aye.
Aye. Aye.
All opposed, say nay. The motion has been carried, and I declare this meeting adjourned. Thank you for your attention. I would now like to take a few minutes to review our business strategy, the state of our business, and our fiscal 2025 financial results. Following this discussion, we will respond to questions submitted by shareholders during the meeting. Our mission is to empower organizations to achieve transformational success in the face of disruptive change. Our software enables our customers to harness their data and content to develop, deploy, and manage trustworthy AI-powered applications and AI agents with ease and agility. Our total growth strategy remains the driving force underpinning our success and is designed and executed according to three pillars. First, we innovate and invest in our people, our products, and our processes and systems.
Our second pillar focuses on acquiring good businesses at a reasonable price and integrating them rapidly to grow revenue and optimize accretion to earnings and cash flow. Third, we maintain a fanatical focus on customer success, which keeps churn low and recurring revenue strong. Fiscal year 2025 was Progress's strongest year to date, driven by a combination of ShareFile and the strong performance of our overall product portfolio, especially during the second half of the year, which was increasingly propelled by our customers' AI projects. This resulted in annual revenue of $978 million, up 30% year-over-year, and earnings per share of $5.72, up 16% from FY 2024.
Our business got stronger throughout the year, as evidenced by the fact that we exceeded the midpoint of our original revenue guidance from January FY 2025 by approximately $14 million and beat our operating income guidance by 6%. As we reported in March when we announced the results of the first quarter of FY 2026, the balance sheet remains strong as we continue to pay down debt aggressively and repurchase shares opportunistically. We believe that our employees and our culture are among our greatest business strengths, as our industry-low turnover rates and our industry-high employee net promoter scores indicate. As a result of our focus on creating a great culture, Progress was once again chosen a best place to work by The Boston Globe as well as the Boston Business Journal for the fifth year in a row.
To conclude, 2025 was another excellent year for Progress, and so far, we're off to a strong start in 2026. We remain committed to the discipline and excellence required to execute our total growth strategy and create sustained shareholder value. We actively solicit investor feedback on our strategy, operations, and governance, and look forward to continued engagement as we execute on a clear, consistent, disciplined plan to drive sustainable long-term value for all our stockholders. Now, we would like to open things up for stockholder questions that were submitted today on the meeting website. Please note that we will attempt to answer as many questions as time allows, but only those questions that are germane to the meeting will be addressed. As there are no further questions, this brings this year's annual meeting to a close. We want to thank you for your joining us today.
We are grateful for your continued support of Progress. Thank you very much.
The meeting has now concluded. Thank you for joining, and have a pleasant day.