pgny_Current_Folio_8K_20200603

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 2, 2020

 


 

Progyny, Inc.

(Exact name of Registrant as Specified in Charter)

 


 

 

 

 

 

 

Delaware

   

001-39100

   

27-2220139

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

1359 Broadway
New York, New York

   

10018

(Address of Principal Executive Offices)

 

(Zip Code)

(212) 888-3124

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

 

Title of each class

    

Trading
Symbol(s)

    

Name of each exchange
on which registered

Common Stock, $0.0001 par value per share

 

PGNY

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

Progyny, Inc. (“Progyny”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on June 2, 2020. Stockholders voted on the two proposals set forth below. A more detailed description of each proposal is set forth in Progyny’s Proxy Statement filed with the Securities and Exchange Commission on April 22,  2020.

 

1.

Proposal 1 - Election of Directors

 

Each of the Class I director nominees to the Board of Directors was elected to serve until Progyny’s 2023 Annual Meeting of Stockholders and until his or her successor has been duly elected, or if sooner, until he or she resigns, dies, or is removed from the Board of Directors. The results of the voting were as follows:

 

 

 

 

 

Director Nominee

Votes For

Votes Withheld

Broker Non-Votes

Kevin Gordon

53,358,465

183,061

1,220,993

Cheryl Scott

53,357,284

184,242

1,220,993

 

2.

Proposal 2 – Ratification of Ernst & Young LLP as our Independent Registered Public Accounting Firm

 

Stockholders ratified the appointment of Ernst & Young LLP as Progyny’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The results of the voting were as follows:

 

 

 

 

Votes For

Votes Against

Abstentions

54,686,522

65,755

10,242

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

Progyny, Inc.

 

 

 

Dated: June 3, 2020

 

 

 

By:

/s/ David Schlanger

 

 

David Schlanger

 

 

Chief Executive Officer