Progyny (PGNY) Proxy filing summary

Voting matters and shareholder proposals

• Election of three directors: Lloyd Dean, Kevin Gordon, and Cheryl Scott, with board recommending a vote FOR each.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026, recommended FOR by the board.

• Advisory approval of executive compensation, with board recommending a vote FOR.

• Approval of amendments to eliminate certain supermajority voting requirements in the certificate of incorporation, recommended FOR by the board.

• Approval of amendments to eliminate default supermajority voting for certain business combinations, recommended FOR by the board.

Board of directors and corporate governance

• Board recommends all director nominees for election at the annual meeting.

• Proposed amendments aim to simplify governance by removing supermajority voting hurdles.

Executive compensation and say-on-pay

• Advisory (non-binding) vote on executive compensation is included, with board recommending approval.