Item 5.07 Submission of Matters to a Vote of Security Holders

Progyny, Inc. ("Progyny") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting") on June 2, 2021. 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 22, 2021. The results were as follows:

1. Proposal 1 - Election of Directors

Each of the Class II director nominees to the Board of Directors was elected to serve until Progyny's 2024 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

Roger Holstein 71,437,061 960,419 6,675,747

Jeff Park 53,072,817 19,324,663 6,675,747 David Schlanger 53,378,231 19,019,248 6,675,747

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, 2021.




Votes For  Votes Against Abstentions
78,915,375    85,822       72,030

3. Proposal 3 - Non-Binding Advisory Vote on the Frequency of an Advisory Vote on


    the Compensation Program for Progyny's Named Executive Officers

Stockholders recommended, on an advisory and non-binding basis, that future stockholder advisory votes on the compensation of Progyny's named executive officers be held every year. Based on these voting results and consistent with the Board of Directors' recommendation, once an advisory vote on the compensation of Progyny's named executive officers is required to be held at the 2022 annual meeting of stockholders, the Board of Directors has determined to hold such advisory vote every year until the next advisory vote regarding the frequency of future advisory votes on the compensation of Progyny's named executive officers is submitted to the stockholders or the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of Progyny.

One Year Two Years Three Years Abstentions Broker Non-Votes 72,247,817 42,952 29,066 77,645 6,675,747

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