Progyny (PGNY) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2026, with stockholders able to participate online and vote on key proposals.

• Proxy materials and the annual report are available online, with voting accessible via internet, phone, or mail.

• Only stockholders of record as of March 27, 2026, are eligible to vote.

Voting matters and shareholder proposals

• Proposals include electing three Class I directors, ratifying Ernst & Young LLP as auditor, approving executive compensation (say-on-pay), and amending the Certificate of Incorporation to eliminate certain supermajority voting requirements.

• Shareholders will also vote on eliminating the default supermajority voting requirement for certain business combinations.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of ten members divided into three classes with staggered three-year terms.

• Eight directors are independent under Nasdaq standards; the CEO and Executive Chairman are not.

• Board leadership includes an executive chairman and a lead independent director.

• Committees include audit, compensation, and nominating/governance, all composed of independent directors.

• Board and committees met regularly, with high attendance and executive sessions held.