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Get filing alertsProgyny shareholders eliminate supermajority voting thresholds for governance decisions
Filed May 27, 2026 · Period ending May 21, 2026 · ~1 min read
Key Changes
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medium
Shareholders approved charter amendments eliminating supermajority voting requirements for corporate actions and business combinations with 99.5% support, lowering decision thresholds from two-thirds to simple majority.
Item 5.03 verify on EDGAR → -
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Board amended bylaws to eliminate supermajority requirements for removing directors with cause and amending bylaws, aligning with charter changes effective May 21, 2026.
Item 5.03 verify on EDGAR → -
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Three Class I directors elected to serve until 2029: Lloyd Dean (77.1% support), Kevin Gordon (80.9%), and Cheryl Scott (76.2%) in uncontested elections.
Item 5.07 verify on EDGAR → -
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Shareholders approved executive compensation with 94.5% support and ratified Ernst & Young as auditor with 98.8% approval.
Item 5.07 verify on EDGAR →
Summary
Progyny held its 2026 annual meeting on May 21, where shareholders approved significant governance changes that simplify future corporate decision-making. The company eliminated supermajority voting requirements in both its charter and bylaws, reducing the threshold for certain corporate actions and business combinations from two-thirds (or higher) to a simple majority.
Both charter amendments passed with overwhelming 99.5% support. The board simultaneously amended the bylaws to eliminate supermajority requirements for removing directors with cause and for bylaw amendments themselves. For retail holders, these changes make the company more responsive to shareholder preferences by lowering the bar for future governance decisions and potential M&A transactions.
The amendments reduce structural barriers that previously required broader consensus for major corporate actions. All other annual meeting items passed with healthy support: three directors were re-elected in uncontested races with 76-81% approval, say-on-pay passed with 94.5% support, and the auditor was ratified with 98.8% approval. The governance reforms represent a routine modernization of corporate structure rather than a response to activist pressure or operational concerns.
Section-by-Section Diff
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At the Annual Meeting, the Company’s stockholders approved certain amendments (the “Charter Amendments”) to the Company’s Certificate of Incorporation. As further described in Proposals 4 and 5 of the Company’s definitive proxy statement filed on April 10, 2026 (the “Proxy Statement”), the Charter Amendments (a) eliminate certain supermajority voting requirements (the “Supermajority Amendments”), and (b) eliminate the default supermajority voting requirement concerning certain business combinations. The Charter Amendments became effective upon the filing of a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 21, 2026.
Shareholders approved amendments to the company's charter that eliminate supermajority voting requirements for certain corporate actions and business combinations. These changes lower the voting threshold needed for certain decisions, shifting from supermajority (typically two-thirds or more) to simple majority approval. The amendments became effective May 21, 2026.
Added in current filing · verify on EDGAR →
In connection with the Charter Amendments, the Company’s Board of Directors (the “Board”) approved certain amendments to the Company’s Second Amended and Restated Bylaws (as so amended and restated, the “Third Amended and Restated Bylaws”) consistent with the Supermajority Amendments. The Third Amended and Restated Bylaws amend Article IV, Section 21 and Article XIII, Section 47 to eliminate the supermajority vote requirement to remove directors with cause and to amend the bylaws, respectively. The Third Amended and Restated Bylaws became effective on May 21, 2026.
The Board amended the company's bylaws to align with the charter changes, specifically eliminating supermajority voting requirements for removing directors with cause and for amending the bylaws themselves. These changes make it easier for shareholders to remove directors or modify bylaws, requiring only a simple majority rather than a supermajority vote.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Progyny held its 2026 annual meeting; shareholders elected three directors, ratified the auditor, approved executive compensation, and approved two charter amendments eliminating supermajority voting requirements.
Added in current filing · view on EDGAR → · paraphrased
Votes For 65,268,787, Votes Against 356,966, Abstentions 37,395, Broker Non-Votes 6,340,725
Shareholders approved amendments to the certificate of incorporation to eliminate certain supermajority voting requirements with 99.5% approval (65,268,787 for vs 356,966 against, measured against votes cast). This governance change simplifies future shareholder decision-making by reducing voting thresholds for certain corporate actions.
Added in current filing · view on EDGAR → · paraphrased
Votes For 65,269,296, Votes Against 357,235, Abstentions 36,617, Broker Non-Votes 6,340,725
Shareholders approved amendments to eliminate the default supermajority voting requirement concerning certain business combinations with 99.5% approval (65,269,296 for vs 357,235 against, measured against votes cast). This governance change reduces barriers to future M&A transactions by lowering the voting threshold required for approval.
Show 3 minor / wording changes
Added in current filing · view on EDGAR → · paraphrased
Lloyd Dean 50,601,972 Votes For, 15,061,176 Votes Withheld; Kevin Gordon 53,128,893 Votes For, 12,534,255 Votes Withheld; Cheryl Scott 50,021,700 Votes For, 15,641,448 Votes Withheld; 6,340,725 Broker Non-Votes for each. A total of 72,003,873 shares of common stock (91.92% of all such shares entitled to vote at the Annual Meeting) were represented in person or by proxy.
All three Class I director nominees were elected to serve until the 2029 annual meeting. Lloyd Dean received 77.1% support (50,601,972 for vs 15,061,176 withheld), Kevin Gordon received 80.9% support (53,128,893 for vs 12,534,255 withheld), and Cheryl Scott received 76.2% support (50,021,700 for vs 15,641,448 withheld), each measured against votes cast. Against the 72,003,873 shares represented at the meeting, support ranged from 69.5% to 73.8% of shares present. The elections were uncontested and all nominees received majority support.
Added in current filing · view on EDGAR → · paraphrased
Votes For 70,974,998, Votes Against 860,834, Abstentions 168,041
Shareholders ratified Ernst & Young LLP as the independent auditor for fiscal 2026 with 98.8% approval (70,974,998 for vs 860,834 against, measured against votes cast). This is a routine, healthy outcome for auditor ratification.
Added in current filing · view on EDGAR → · paraphrased
Votes For 61,804,376, Votes Against 3,604,955, Abstentions 253,817, Broker Non-Votes 6,340,725. A total of 72,003,873 shares of common stock (91.92% of all such shares entitled to vote at the Annual Meeting) were represented in person or by proxy.
Shareholders approved executive compensation on an advisory basis with 94.5% support (61,804,376 for vs 3,604,955 against, measured against votes cast). Against the 72,003,873 shares represented at the meeting, support was 85.8%. This is a routine, healthy outcome for say-on-pay.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify