Business Context and Reporting Period
This Form 8-K reports the results of Progyny, Inc.'s 2023 Annual Meeting of Stockholders held on May 24, 2023. The filing details the voting outcomes for three specific proposals submitted to security holders.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results rather than financial performance data.
Material Changes and Voting Results
The following material outcomes were reported from the Annual Meeting:
- Proposal 1 (Election of Directors): All Class I director nominees were elected.
- Lloyd Dean: 78,850,057 votes For; 4,049,701 votes Withheld.
- Kevin Gordon: 55,068,507 votes For; 27,831,251 votes Withheld.
- Cheryl Scott: 56,324,279 votes For; 26,575,479 votes Withheld.
- Proposal 2 (Ratification of Auditors): Stockholders ratified the appointment of Ernst & Young LLP.
- Votes For: 88,448,831
- Votes Against: 254,329
- Abstentions: 30,050
- Proposal 3 (Executive Compensation): Stockholders approved the compensation of Named Executive Officers on a non-binding advisory basis.
- Votes For: 27,068,098
- Votes Against: 55,767,673
- Abstentions: 63,987
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The document is limited to the tabulation of votes.
Important Facts for Investors to Verify
- Verify the significant number of votes withheld for directors Kevin Gordon and Cheryl Scott, which exceeded 26 million votes each.
- Note that the "Say on Pay" proposal (Proposal 3) received more votes against (55.7 million) than for (27.0 million), despite being technically approved as a non-binding advisory vote.
- Confirm the tenure of the newly elected directors, who will serve until the 2026 Annual Meeting.