Business Context and Reporting Period
This Form 8-K reports on the results of Progyny, Inc.'s 2021 Annual Meeting of Stockholders held on June 2, 2021. The filing details the voting outcomes for three specific proposals submitted to security holders.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Voting Results
The filing reports the following material outcomes from the Annual Meeting:
- Proposal 1 (Election of Directors): All Class II director nominees were elected.
- Roger Holstein: 71,437,061 votes for; 960,419 votes withheld.
- Jeff Park: 53,072,817 votes for; 19,324,663 votes withheld.
- David Schlanger: 53,378,231 votes for; 19,019,248 votes withheld.
- Proposal 2 (Ratification of Auditors): Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2021.
- Votes For: 78,915,375
- Votes Against: 85,822
- Abstentions: 72,030
- Proposal 3 (Say-on-Pay Frequency): Stockholders voted on an advisory basis for the frequency of executive compensation votes. The majority recommended an annual frequency.
- One Year: 72,247,817 votes
- Two Years: 42,952 votes
- Three Years: 29,066 votes
Guidance, Outlook, and Management Commentary
Based on the voting results for Proposal 3, the Board of Directors determined to hold the advisory vote on executive compensation every year, starting with the 2022 annual meeting, until a different frequency is determined to be in the best interests of the company. No financial guidance or risk factors were disclosed in this specific filing.
Important Facts for Investors to Verify
- Verify the specific terms of the director nominees' tenure, which extends until the 2024 Annual Meeting.
- Confirm the appointment of Ernst & Young LLP as the auditor for the fiscal year ending December 31, 2021.
- Note the Board's commitment to annual "say-on-pay" votes following the stockholder recommendation.
- Review the full Proxy Statement filed on April 22, 2021, for detailed descriptions of the proposals and director biographies.