Progyny Inc

a. On November 11, 2024, Beth Seidenberg M.D. notified the Board of Directors of the Company of her resignation of service as a director of the Company, effective November 25, 2024. Dr. Seidenberg’s decision to resign is not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices; rather, in her discussion with management regarding the reason for her resignation, Dr. Seidenberg stated that she wished to reduce the overall number of boards of directors of public companies on which she currently serves. The Company deeply appreciates the dedicated service of Dr. Seidenberg during her tenure on the Board of Directors.

On November 5, 2024, the Board of Directors approved and adopted, effective immediately upon adoption, the Company’s Second Amended and Restated Bylaws (as amended and restated, the “Bylaws”). The amendments, among other things:

•modify the Bylaws to align to the DGCL as a result of recent amendments, including provisions related to accessing the Company’s stockholder list;

•update the Bylaws in accordance with the “universal proxy” rules, including requiring stockholders providing notice pursuant to Rule 14a-19 under the Exchange Act, to provide reasonable evidence to the Company that they have complied with certain requirements under the universal proxy rules no later than five days prior to the applicable stockholder meeting;

•clarify the requirements with respect to notice of stockholder nominations and proposals, including provisions regarding the information, representations and acknowledgments to be provided in such notices by proposing stockholders, proposed nominees and other persons related to a stockholder’s solicitation of proxies, including an acknowledgment that if the proposing stockholder does not appear to present a nomination or proposal at the meeting, the Company need not present such nomination or proposal for a vote at such meeting, notwithstanding that proxies in respect of such nomination or proposal may have been received by the Company;

•limit the number of nominees a stockholder may nominate to the number of directors to be elected at the meeting;

•require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and

•clarify that any previously scheduled annual meeting of stockholders may be postponed, rescheduled or cancelled by action of the Board of Directors.

In addition, certain other technical, ministerial, clarifying and conforming changes were made to the Bylaws, including clarifying the existing voting standard for certain matters at any meeting of stockholders. The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed hereto as Exhibit 3.1 and incorporated by reference herein.

b. None.

c. None.