8-K
filed May 27, 2026, 9:13 AM ET
ticker PGNY
CIK 0001551306
other
confidence high
sentiment neutral
materiality 0.30
Progyny shareholders approve elimination of supermajority voting requirements
Progyny, Inc.
- Super majority amendments passed with >65M votes for, 357K against.
- Charter and bylaw amendments effective May 21, 2026, removing supermajority to remove directors and amend bylaws.
- All three Class I director nominees elected: Lloyd Dean, Kevin Gordon, Cheryl Scott.
- Ratification of Ernst & Young as auditor for FY2026 approved with 71M votes for.
- Advisory say-on-pay approved with 61.8M votes for vs 3.6M against.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 1.0
Progyny, Inc.: Stockholders approved amendments to the Certificate of Incorporation to eliminate certain supermajority voting requirements and eliminate the default supermajority voting requirement concerning certain business combinations (effective 2026-05-21).
- Change
- charter amendment
- Effective
- 2026-05-21
Exact text from the filing
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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 1.0
Progyny, Inc.: Board approved amendments to the bylaws consistent with the supermajority amendments, eliminating supermajority vote requirement to remove directors with cause and to amend the bylaws (effective 2026-05-21).
- Change
- bylaw amendment
- Effective
- 2026-05-21
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Progyny, Inc. shareholders approved Approval of the Amendment to the Company’s Certificate of Incorporation to Eliminate the Default Supermajority Voting Requirement Concerning Certain Business Combinations.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
Stockholders approved the amendments to eliminate the default supermajority voting requirement concerning certain business combinations.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Progyny, Inc. shareholders approved Ratification of the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm at the 2026-12-31 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-12-31
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Progyny, Inc. shareholders approved Election of Class I Directors.
- Proposal
- director election
- Outcome
- passed
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Progyny, Inc. shareholders approved Approval of the Amendment to the Company’s Certificate of Incorporation to Eliminate Certain Supermajority Voting Requirements.
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
Stockholders approved the Supermajority Amendments.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Progyny, Inc. shareholders approved Approval, on an Advisory (Non-Binding) Basis, of the Compensation of the Company’s Named Executive Officers.
- Proposal
- say on pay
- Outcome
- passed
Exact text from the filing
Stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.