Progyny Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$PGNY
Misc Health and Biotechnology Services
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2025
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Progyny, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 22, 2025. Each stockholder of record of common stock of the Company as of March 28, 2025 was entitled to vote at the Annual Meeting, each being entitled to one vote per share of common stock. A total of 75,720,698 shares of common stock (88.39% of all such shares entitled to vote at the Annual Meeting) were represented in person or by proxy.
At the Annual Meeting, stockholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in the Company’s proxy statement filed with the Securities and Exchange Commission on April 11, 2025. The final voting results were as follows:
1.Proposal 1 – Election of Directors
Each of the Class III director nominees of the Board of Directors was elected to serve until the Company’s 2028 Annual Meeting of Stockholders and until their successor has been duly elected, or if sooner, until their resignation, death, or removal from the Board of Directors.
| Director Nominee | Votes For | Votes Withheld | Abstentions | Broker Non-Votes | ||||||||||
| Norman Payson, M.D. | 44,203,415 | 24,236,162 | N/A | 7,281,121 | ||||||||||
| Debra Morris | 63,708,971 | 4,730,606 | N/A | 7,281,121 | ||||||||||
| Elizabeth Bierbower | 68,139,872 | 299,705 | N/A | 7,281,121 | ||||||||||
2.Proposal 2 – Ratification of the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm
Stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 75,154,219 | 544,685 | 21,794 | N/A | ||||||||
3.Proposal 3 – Approval, on an Advisory (Non-Binding) Basis, of the Compensation of the Company’s Named Executive Officers
Stockholders did not approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 24,399,909 | 43,948,036 | 91,631 | 7,281,121 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Progyny, Inc. | ||||||||
| Dated: May 28, 2025 | ||||||||
| By: | /s/ Peter Anevski | |||||||
| Peter Anevski | ||||||||
| Chief Executive Officer | ||||||||