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Progyny (PGNY) investors back charter and bylaw changes easing supermajority votes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Progyny, Inc. held its 2026 Annual Meeting of Stockholders where shareholders approved changes to its charter and bylaws that remove several supermajority voting requirements. These amendments make it easier for holders of a simple majority of shares to approve certain actions and business combinations.

Stockholders also elected three Class I directors to serve until the 2029 annual meeting, ratified Ernst & Young LLP as independent auditor for the 2026 fiscal year, and approved on an advisory basis the compensation of named executive officers. Overall shareholder participation was high, with over 91% of eligible shares represented in person or by proxy.

Positive

  • None.

Negative

  • None.

Insights

Progyny simplifies its governance by eliminating supermajority voting hurdles.

Progyny’s shareholders approved amendments to its Certificate of Incorporation and bylaws that remove supermajority voting requirements, including those tied to certain business combinations and director removal with cause. Going forward, more decisions can be made with a standard majority vote.

These changes generally align the company with common governance practices that emphasize shareholder flexibility. All five proposals, including director elections, auditor ratification, and advisory approval of executive pay, passed with strong support at a meeting where more than 90% of eligible shares were represented.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares represented at meeting 72,003,873 shares Common stock represented at 2026 annual meeting
Participation rate 91.92% Percent of eligible shares represented at annual meeting
Votes for Supermajority Amendments 65,268,787 votes Proposal 4 to eliminate certain supermajority voting requirements
Votes for business combination amendment 65,269,296 votes Proposal 5 eliminating default supermajority for certain business combinations
Votes for auditor ratification 70,974,998 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Votes for say-on-pay 61,804,376 votes Advisory approval of named executive officer compensation
supermajority voting requirements financial
"the Charter Amendments (a) eliminate certain supermajority voting requirements"
Restated Certificate of Incorporation regulatory
"the Company filed a Restated Certificate of Incorporation with the Secretary"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
Third Amended and Restated Bylaws regulatory
"approved certain amendments to the Company’s Second Amended and Restated Bylaws (as so amended and restated, the “Third Amended and Restated Bylaws”)"
broker non-votes financial
"Director Nominee | Votes For | Votes Withheld | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory (non-binding) financial
"Approval, on an Advisory (Non-Binding) Basis, of the Compensation"

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FAQ

What governance changes did Progyny (PGNY) shareholders approve at the 2026 annual meeting?
Shareholders approved Charter Amendments that eliminate certain supermajority voting requirements, including the default supermajority for specified business combinations. The board also adopted Third Amended and Restated Bylaws, removing supermajority votes to remove directors with cause and to amend the bylaws.

How strong was shareholder participation at Progyny (PGNY)'s 2026 annual meeting?
Shareholder participation was high, with 72,003,873 shares of common stock represented, equal to 91.92% of shares entitled to vote. This high turnout suggests broad engagement on director elections, auditor ratification, executive compensation, and the governance amendments affecting voting thresholds.

Which director nominees were elected at Progyny (PGNY)'s 2026 meeting and for how long?
Shareholders elected Lloyd Dean, Kevin Gordon, and Cheryl Scott as Class I directors. Each will serve until Progyny’s 2029 Annual Meeting of Stockholders and until a successor is duly elected or earlier resignation, death, or removal from the board.

Did Progyny (PGNY) shareholders approve the company’s executive compensation in 2026?
Yes. Shareholders approved, on an advisory (non-binding) basis, the compensation of Progyny’s named executive officers, with 61,804,376 votes for, 3,604,955 against, and 253,817 abstentions, plus 6,340,725 broker non-votes recorded on this proposal.

Who is Progyny (PGNY)'s independent auditor for the fiscal year ending December 31, 2026?
Shareholders ratified the selection of Ernst & Young LLP as Progyny’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 70,974,998 votes for, 860,834 against, and 168,041 abstentions on the ratification proposal.

What changes were made to Progyny (PGNY)'s bylaws regarding supermajority votes?
Progyny adopted Third Amended and Restated Bylaws that revise Article IV, Section 21 and Article XIII, Section 47. These changes eliminate the supermajority vote requirement to remove directors with cause and to amend the bylaws, making majority votes sufficient for these actions.
0001551306false12-3100015513062026-05-212026-05-21

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 21, 2026


Progyny, Inc.
(Exact name of Registrant as Specified in Charter)

Delaware
001-39100
27-2220139
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)


1359 Broadway
New York, New York
10018
(Address of Principal Executive Offices)
(Zip Code)
(212) 888-3124
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
    
Trading Symbol(s)
    
Name of each exchange on which registered
Common Stock, $0.0001 par value per share
PGNY
The Nasdaq Global Select Market
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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



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 ForVotes AgainstAbstentionsBroker 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 ForVotes AgainstAbstentions
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 ForVotes AgainstAbstentions
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 ForVotes AgainstAbstentions
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






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 27, 2026
By: 
/s/ Peter Anevski
Peter Anevski
Chief Executive Officer


Source: View Original Filing on SEC EDGAR

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