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$PGNY·8-K

Progyny, Inc. · May 27, 9:13 AM ET

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Progyny, Inc. 8-K

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Progyny, Inc. Approves Charter Amendments Removing Supermajority Votes

What Happened
Progyny, Inc. (PGNY) held its 2026 Annual Meeting on May 21, 2026 and filed an 8-K on May 27, 2026 reporting that stockholders approved amendments to the Certificate of Incorporation that eliminate certain supermajority vote requirements. The Certificate of Amendment became effective upon filing with the Delaware Secretary of State on May 21, 2026; a Restated Certificate of Incorporation reflecting those changes was filed on May 26, 2026. The Board also adopted Third Amended and Restated Bylaws on May 21, 2026 to align the bylaws with the charter changes (e.g., removing supermajority votes to remove directors for cause and to amend the bylaws).

Key Details

  • Annual Meeting date and turnout: May 21, 2026; 72,003,873 shares represented (91.92% of shares entitled to vote).
  • Charter amendments approved (Proposals 4 & 5):
    • Proposal 4 (eliminate certain supermajority requirements): For 65,268,787; Against 356,966; Abstain 37,395; Broker non-votes 6,340,725.
    • Proposal 5 (eliminate default supermajority for certain business combinations): For 65,269,296; Against 357,235; Abstain 36,617; Broker non-votes 6,340,725.
  • Other shareholder votes:
    • Directors elected (Class I nominees Lloyd Dean, Kevin Gordon, Cheryl Scott) with vote totals reported (e.g., Lloyd Dean: For 50,601,972; Withheld 15,061,176).
    • Auditor ratified: Ernst & Young LLP ratified as independent auditor (For 70,974,998; Against 860,834).
    • Advisory "say-on-pay" approved (For 61,804,376; Against 3,604,955).

Why It Matters
Eliminating supermajority voting provisions lowers the vote threshold required to approve certain corporate actions (including bylaw changes and some business-combination rules). For investors, this can make it easier for a simple majority of shareholders to enact governance changes or approve transactions the board supports. The voting results and high turnout show clear shareholder support for these governance amendments; other routine matters (auditor ratification, director elections, say-on-pay) were also approved.

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