A maker of employer-sponsored fertility and women's health benefits, Progyny bundles treatment into "Smart Cycles" supported by its Progyny Rx pharmacy and a national network of fertility specialists, serving large self-insured employers and their families. Founded in New York in 2008 as a medical-device startup (Auxogen Bioscience) that built an embryo-testing tool, it pivoted to benefits in 2015 and adopted its name—a playful twist on "progeny" (meaning offspring)—to reflect its mission of helping people build families. Progyny has since expanded into pregnancy, postpartum, menopause, and family-wellbeing support.
Progyny stockholders approve charter and bylaw amendments eliminating supermajority voting requirements.
At the May 21, 2026 Annual Meeting, stockholders approved amendments to the Certificate of Incorporation to eliminate certain supermajority voting requirements and the default supermajority voting requirement for certain business combinations.
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The Charter Amendments became effective on May 21, 2026 upon filing with the Delaware Secretary of State, and a Restated Certificate of Incorporation was filed on May 26, 2026.
The Board adopted the Third Amended and Restated Bylaws, effective May 21, 2026, removing supermajority vote requirements to remove directors with cause and to amend the bylaws.
All three Class I director nominees (Lloyd Dean, Kevin Gordon, Cheryl Scott) were elected, with votes for ranging from 50,021,700 to 53,128,893.
Stockholders ratified Ernst & Young LLP as independent auditor for fiscal year 2026 and approved, on a non-binding basis, named executive officer compensation.
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5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 5.07 Submission of Matters to a Vote of Security Holders
Progyny, Inc. announces $200 million share repurchase program approved by its Board of Directors.
The repurchase program will be funded through available cash balances.
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Progyny, Inc. announced on May 26, 2026 that its Board of Directors approved a share repurchase program of up to $200 million of its common stock.
Shares may be repurchased through open market repurchases, including under Rule 10b5-1 plans, depending on stock price, market conditions, and other factors.
The program may be suspended or discontinued at any time, and there are no assurances as to the number of shares repurchased or the prices paid.
The report was filed under Item 8.01 Other Events as a voluntary disclosure of the share repurchase authorization.
Progyny reports record Q1 2026 revenue of $328.5 million, up 1.4% year-over-year.
Gross profit rose 10% to $83.1 million, with gross margin expanding to 25.3% from 23.4%.
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Revenue for Q1 2026 was $328.5 million, a 1.4% increase from $324.0 million in Q1 2025; excluding $31.3 million from a non-renewing client, revenue grew 12.2%.
Net income was $24.2 million ($0.29 per diluted share), up from $15.1 million ($0.17 per diluted share) in the prior year.
Adjusted EBITDA was $56.6 million, down 2.1% from $57.8 million, with margin at 17.2% versus 17.8%.
Full-year 2026 revenue guidance is $1.365 billion to $1.405 billion; Q2 2026 revenue projected at $342 million to $355 million.
2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure
Progyny settles derivative lawsuit over non-employee director compensation with governance reforms.
Progyny, Inc. reached a settlement to resolve a stockholder derivative action filed in New York Supreme Court challenging historical compensation for non-employee directors since 2020.
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The settlement requires Progyny to adopt a new director compensation policy capping annual awards at $288,000 per non-employee director, with cash awards up to $48,000 and equity awards up to $240,000.
Additional annual cash awards are specified for committee chairs ($15,000-$25,000) and the Lead Independent Director ($40,000), with no other compensation permitted.
The settlement includes a payment of $450,000 for plaintiff's attorneys' fees and expenses, subject to court approval, to be paid by defendants and/or their insurers.
The settlement is contingent on court approval, and a settlement hearing is scheduled for May 28, 2026.