Business Context and Reporting Period
This Form 8-K reports on events occurring on May 21, 2026, regarding Progyny, Inc. (PGNY). The filing documents the conclusion of the Company's 2026 Annual Meeting of Stockholders, where shareholders approved amendments to the Certificate of Incorporation and Bylaws, as well as the election of directors and ratification of the independent auditor.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder voting results. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. No financial metrics are reported in this document.
Material Changes
The primary material changes reported are corporate governance amendments effective May 21, 2026:
- Charter Amendments: Stockholders approved the elimination of certain supermajority voting requirements and the default supermajority voting requirement concerning certain business combinations.
- Bylaw Amendments: The Board approved amendments to the Third Amended and Restated Bylaws to eliminate the supermajority vote requirement to remove directors with cause and to amend the bylaws.
- Director Elections: Class I director nominees Lloyd Dean, Kevin Gordon, and Cheryl Scott were elected to serve until the 2029 Annual Meeting.
Guidance, Outlook, and Risks
This filing does not provide financial guidance, management commentary on future outlook, or specific risk factors. The document focuses strictly on the procedural outcomes of the Annual Meeting. The filing notes that the summary of amendments is qualified by reference to the full text of the Certificate of Amendment and Bylaws filed as exhibits.
Investor Verification Checklist
- Verify the specific language of the Supermajority Amendments in the filed Certificate of Amendment (Exhibit 3.1) to understand the new voting thresholds.
- Review the Third Amended and Restated Bylaws (Exhibit 3.3) to confirm the removal of supermajority requirements for director removal and bylaw amendments.
- Confirm the tenure of the newly elected directors (Lloyd Dean, Kevin Gordon, Cheryl Scott) through the 2029 Annual Meeting.
- Note that 91.92% of eligible shares were represented at the meeting, indicating high shareholder engagement.