PGNY Progyny, Inc. - 8-K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Progyny, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2026. At the Annual Meeting, the Company’s stockholders approved certain amendments (the “Charter Amendments”) to the Company’s Certificate of Incorporation. As further described in Proposals 4 and 5 of the Company’s definitive proxy statement filed on April 10, 2026 (the “Proxy Statement”), the Charter Amendments (a) eliminate certain supermajority voting requirements (the “Supermajority Amendments”), and (b) eliminate the default supermajority voting requirement concerning certain business combinations. The Charter Amendments became effective upon the filing of a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 21, 2026. On May 26, 2026, the Company filed a Restated Certificate of Incorporation with the Secretary of State of the State of Delaware incorporating the Charter Amendments.

In connection with the Charter Amendments, the Company’s Board of Directors (the “Board”) approved certain amendments to the Company’s Second Amended and Restated Bylaws (as so amended and restated, the “Third Amended and Restated Bylaws”) consistent with the Supermajority Amendments. The Third Amended and Restated Bylaws amend Article IV, Section 21 and Article XIII, Section 47 to eliminate the supermajority vote requirement to remove directors with cause and to amend the bylaws, respectively. The Third Amended and Restated Bylaws became effective on May 21, 2026.

The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, the Restated Certificate of Incorporation, and the Third Amended and Restated Bylaws, copies of which are filed as Exhibits 3.1, 3.2, and 3.3, respectively, and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, each stockholder of record of common stock of the Company as of March 27, 2026 was entitled to vote at the Annual Meeting, each being entitled to one vote per share of common stock. A total of 72,003,873 shares of common stock (91.92% 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 five proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement. The final voting results were as follows:

1. Proposal 1 – Election of Directors

Each of the Class I director nominees of the Board was elected to serve until the Company’s 2029 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

Lloyd Dean

50,601,972

15,061,176

N/A

6,340,725

Kevin Gordon

53,128,893

12,534,255

N/A

6,340,725

Cheryl Scott

50,021,700

15,641,448

N/A

6,340,725

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, 2026.

Votes For

Votes Against

Abstentions

Broker Non-Votes

70,974,998

860,834

168,041

N/A

3. Proposal 3 – Approval, on an Advisory (Non-Binding) Basis, of the Compensation of the Company’s Named Executive Officers

Stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.

Votes For

Votes Against

Abstentions

Broker Non-Votes

61,804,376

3,604,955

253,817

6,340,725

4. Proposal 4 – Approval of the Amendment to the Company’s Certificate of Incorporation to Eliminate Certain Supermajority Voting Requirements

Stockholders approved the Supermajority Amendments.

Votes For

Votes Against

Abstentions

Broker Non-Votes

65,268,787

356,966

37,395

6,340,725

5. Proposal 5 – Approval of the Amendment to the Company’s Certificate of Incorporation to Eliminate the Default Supermajority Voting Requirement Concerning Certain Business Combinations

Stockholders approved the amendments to eliminate the default supermajority voting requirement concerning certain business combinations.

Votes For

Votes Against

Abstentions

Broker Non-Votes

65,269,296

357,235

36,617

6,340,725

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

3.1

Certificate of Amendment to Certificate of Incorporation of Progyny, Inc., effective as of May 21, 2026

3.2

Restated Certificate of Incorporation of Progyny, Inc.

3.3

Third Amended and Restated Bylaws of Progyny, Inc.

104

The cover page of this Current Report on Form 8-K, formatted in Inline XBRL