📜 What This Document Is

This is a proxy statement (DEF 14A) for Progyny, Inc. It's a formal document sent to shareholders before the annual meeting. Its job is to give you all the info you need to vote on company matters. Think of it as a detailed agenda and voter's guide.

👉 In simple terms: The board is asking shareholders to vote on five key proposals, including who should be on the board and whether to change some foundational company rules.

🏢 What The Company Does

👉 In simple terms: Progyny is a fertility and family-building benefits company. They work with employers to provide comprehensive health plans that cover things like IVF, fertility treatments, and women's health services. They connect patients with a large network of specialists and provide support throughout the process.

Why it matters: They operate in a growing and specialized niche of the healthcare industry, helping people build families through advanced medical treatments.

📅 The Annual Meeting Details

The meeting is virtual-only and will be held on Thursday, May 21, 2026, at 3:00 p.m. Eastern Time. Shareholders can attend and vote online via a live webcast.

Key Dates:

• Record Date: March 27, 2026. Only shareholders owning stock on this date can vote.
• Voting Deadline: If voting by proxy (in advance), your vote must be received by 11:59 p.m. ET on May 20, 2026.

🗳️ The Five Proposals to Vote On

Here’s what’s on the ballot and what the board recommends:

Proposal	What It Is	Board's Recommendation
1. Election of Directors	Vote to elect Lloyd Dean, Kevin Gordon, and Cheryl Scott to the board. They will serve until 2029.	FOR each nominee
2. Ratify the Auditor	Approve Ernst & Young LLP as the company's accounting firm for 2026.	FOR
3. Advisory Vote on Pay	A non-binding vote to approve the compensation of the company's top executives.	FOR
4. Eliminate Supermajority (General)	Approve an amendment to remove the requirement for a supermajority (⅔) vote for certain corporate actions.	FOR
5. Eliminate Supermajority (Business Combinations)	Approve an amendment to remove a special supermajority vote rule related to mergers and acquisitions.	FOR

👉 Why Proposals 4 & 5 are a big deal: These are significant governance changes. Currently, some important decisions need a ⅔ majority vote to pass. The company wants to simplify this to a simple majority (more than 50%), which is seen as more shareholder-friendly and can make the company more agile.

👥 Meet the Director Nominees

The three directors up for re-election have deep roots in healthcare:

• Lloyd Dean (75): Former CEO of CommonSpirit Health, a giant in the hospital space. Brings major healthcare system leadership.
• Kevin Gordon (63): Former CFO/COO of Quintiles (a clinical research giant). Brings financial and operational expertise in life sciences.
• Cheryl Scott (76): Former CEO of Group Health Cooperative, a major health plan. Brings experience running a patient-focused health organization.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Specialized Niche: Operates in a high-growth, emotionally resonant area of healthcare.
• Experienced Board: Nominees have decades of top-level experience in running large healthcare organizations.
• Governance Modernization: Proposals to eliminate supermajority votes align with modern best practices and give shareholders more power.

⚠️ Risks:

• Regulatory & Reimbursement Risk: The fertility industry is heavily influenced by insurance coverage laws and medical guidelines.
• Competition: As the market grows, more players may enter the space.
• Execution Risk: The company's success depends on continuing to win contracts with large employers and delivering positive patient outcomes.

🧠 The Analogy

Think of this proxy statement as a team's roadmap and rulebook update for the season ahead. Shareholders are the team owners. They're voting to:

1. Keep the current coaches (directors) on the sideline because they know the game well.
2. Sign off on the team's financial auditor (accountant).
3. Give a thumbs-up to the star players' contracts (executive pay).
4. Most importantly, vote on changing the team's charter to make it easier to make big decisions in the future (eliminating supermajority votes).

🧩 Final Takeaway

This annual meeting is about maintaining leadership while potentially making the company more responsive to shareholders. The most impactful items are the votes to remove supermajority requirements (Proposals 4 & 5), which would simplify future decision-making. Shareholders should review the director qualifications and consider the governance changes carefully before voting.