UNITED STATES
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FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders
Progyny, Inc. (“Progyny” or “our”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on May 25, 2022. Stockholders voted on the three 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 14, 2022. The results were as follows:
| 1. | Proposal 1 - Election of Directors |
Each of the Class III director nominees to our board of directors (the “Board of Directors”) was elected to serve until Progyny’s 2025 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.
Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
Dr. Fred E. Cohen | 54,837,777 | 23,959,334 | 4,930,652 |
Dr. Norman Payson | 47,869,440 | 30,927,631 | 4,930,652 |
Dr. Beth Seidenberg | 54,866,543 | 23,930,568 | 4,930,652 |
| 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, 2022.
Votes For | Votes Against | Abstentions |
83,431,487 | 252,513 | 43,673 |
| 3. | Proposal 3 – Approval, on a Non-Binding Advisory Basis, of the Compensation of our Named Executive Officers |
Stockholders approved, on a non-binding advisory basis, the compensation paid to Progyny’s named executive officers for the fiscal year ending December 31, 2022.
Votes For | Votes Against | Abstentions | ||||
77,734,833 | 1,011,237 | 51,041 | ||||