Corporate GovernanceMay 27, 2026, 09:21 AM
Progyny Stockholders Approve Elimination of Supermajority Voting
AI Summary
Progyny, Inc. held its 2026 Annual Meeting, where stockholders approved significant amendments to the Certificate of Incorporation and Bylaws. These changes eliminate certain supermajority voting requirements, including those for director removal, bylaw amendments, and specific business combinations, effective May 21, 2026. Additionally, stockholders elected Class I directors, ratified Ernst & Young LLP as the independent auditor, and approved executive compensation on an advisory basis.
Key Highlights
- Stockholders approved Charter Amendments to eliminate certain supermajority voting requirements (65,268,787 votes for).
- Stockholders approved eliminating the default supermajority voting requirement for business combinations (65,269,296 votes for).
- Third Amended and Restated Bylaws became effective, removing supermajority vote for director removal and bylaw amendments.
- Lloyd Dean, Kevin Gordon, and Cheryl Scott were elected as Class I directors until the 2029 Annual Meeting.
- Ernst & Young LLP was ratified as the independent auditor for fiscal year 2026 (70,974,998 votes for).
- Named executive officer compensation was approved on an advisory basis (61,804,376 votes for).
- A total of 72,003,873 shares (91.92%) were represented at the Annual Meeting.
Price Impact
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