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    Progyny Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/28/25 4:37:32 PM ET
    $PGNY
    Misc Health and Biotechnology Services
    Health Care
    Get the next $PGNY alert in real time by email
    pgny-20250522
    0001551306false00015513062025-05-222025-05-22

    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


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

    Delaware001-3910027-2220139
    (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
    PGNYThe 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 5.07 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 NomineeVotes ForVotes Withheld AbstentionsBroker Non-Votes
    Norman Payson, M.D.44,203,41524,236,162N/A7,281,121
    Debra Morris63,708,9714,730,606N/A7,281,121
    Elizabeth Bierbower68,139,872299,705N/A7,281,121

    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 ForVotes AgainstAbstentionsBroker Non-Votes
    75,154,219544,68521,794N/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 ForVotes AgainstAbstentionsBroker Non-Votes
    24,399,90943,948,03691,6317,281,121









    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


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