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.

• Five main proposals are up for vote: election of three directors, ratification of the auditor, advisory approval of executive compensation, and two amendments to eliminate supermajority voting requirements.

• Stockholders can vote online, by phone, or by mail, and may revoke their proxy at any time before the final vote.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class I directors to serve until 2029.

• Proposal 2: Ratify Ernst & Young LLP as independent auditor for 2026.

• Proposal 3: Advisory (non-binding) approval of executive compensation (say-on-pay).

• Proposal 4: Amend Certificate of Incorporation to eliminate certain supermajority voting requirements, lowering thresholds to a simple majority.

• Proposal 5: Amend Certificate of Incorporation to eliminate the default supermajority voting requirement for certain business combinations.

• Stockholder proposals for the 2027 meeting must be submitted by December 11, 2026 for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of ten members divided into three staggered classes, with a majority deemed independent under Nasdaq standards.

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

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

• The board regularly reviews its leadership structure and committee composition.

• Directors are evaluated on integrity, expertise, and ability to serve stockholder interests.