Progyny, Inc. (PGNY)
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AGM 2021

Jun 2, 2021

Speaker 1

I start? Good afternoon. I'm David Schlanger, Chief Executive Officer of Progyny and a member of the Board of Directors. I am very happy to welcome you to the Progyny 2021 Stockholders Meeting. Before I call the meeting to order, I'd like to welcome our Board Chief Operating Officer Mark Livingston, Chief Financial Officer and Jennifer Beeler, Executive Vice President, General Counsel and Secretary.

I would also like to introduce Mike Portigello and John Valla of Ernst and Young, Progyny's auditors, who are available to respond to appropriate questions. We thank all of you for joining us today. We hope that you and your families continue to be healthy and safe. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in your notice of annual meeting and proxy statement.

After the formal part of the meeting, we will give you an opportunity to ask any questions you may have. We'll begin the meeting with a brief update on our business. As a reminder, remarks made today and in response to any questions may include forward looking statements. Forward looking statements involve risks and uncertainties, which are described in our SEC filings, including our Q1 Form 10 Q, and our actual results may differ materially. Any forward looking statements that we make on this call are based on our beliefs and assumptions today, and we don't have any obligation to update them.

We are holding today's meeting virtually given the public health guidelines that were in place with respect to large in person gatherings when we planned this event. We also believe that a virtual format will enable easier access and participation by our stockholders. Before we move to the formal business of today's annual meeting, I wanted to provide a few highlights of what we accomplished this past year. In 2020, we achieved another year of record performance reporting our highest levels of revenue, profitability and operating cash flow. The strength and quality of these results, which were achieved against the backdrop of an unprecedented global health crisis, are due to a combination of factors, including essential and time sensitive nature of fertility treatments and the resilience of our members in their pursuit of care, the level of support that we deliver to members as they face new challenges created by the pandemic and the quality and diversity of our customer base.

I'll spend just a few moments addressing each of these factors. First, while the success of the COVID-nineteen vaccines has many of us looking at the possible light at the end of the tunnel, I'll remind you that just over a year ago as the pandemic initially began to unfold, the American Society member activity at that time dropped by as much as 85%. Once the clinics began to reopen after implementing protocols to keep patients and staff safe, we experienced a rapid recovery in our volumes, which persisted throughout the remainder of the year and into 2020 one, affirming our members' strong desire to pursue care. 2nd, because we understand how challenging and stressful the fertility journey can be for most patients, a core aspect of our service has always been to provide an unprecedented level of patient care and support. In 2020, we implemented even more measures to further extend that level of support.

We trained our patient care advocates to address members specific COVID related questions and concerns. We produced a series of webinars with healthcare leaders to provide information on a range of timely subjects, including the use of telehealth during the fertility journey. We increased awareness of the unique issues pertaining to maternal health in the Black community by becoming even more an even more present resource to our members during this extremely challenging time, our net promoter score for fertility services increased to its highest level ever in 2020. And I'm pleased to report that we've continued to see that score increase in 2021. 3rd, our client base today represents over 25 different industries, leading companies in financial services, pharmaceuticals, technology, consumer packaged goods, telecommunications, energy, media and more.

A year ago, we saw we all saw companies announcing reductions to their workforce as they sought ways to manage through the impacts of the pandemic on their business. However, our clients reported a net increase in their headcount last year, revealing both the strength and caliber of our existing client base. And our sales team successfully managed the shift in their new sales activities from the usual in person events to virtual ones. As previously reported, we added 45 new clients representing approximately 400,000 new covered lives in last year's selling season. We achieved this result even though many companies, particularly many of the larger ones, unable to consider make were unable to consider making any changes to their health plans at that time given their need to focus on their COVID mitigation strategies.

Although we are in the early stages of our 2021 selling season, companies this year appear to be more able to evaluate new benefits than they were last year and we are pleased with the sales and pipeline activity that we have seen thus far. We continue to believe that we are at the very early stage of penetrating our target market of large self insured employers. Companies are increasingly looking for ways to distinguish themselves as leaders and become more attractive as an employer. We believe the importance of fertility is a core benefit as well as the relevance of our solution in particular, given our proven ability to help better manage costs, while also providing a clear return to clients through our superior outcomes, higher satisfaction and improved employee retention will provide an ongoing tailwind to our growth. Additionally, one of the recurring themes we've increasingly heard from customers is their heightened need to address diversity, equity and inclusion their workplace.

We believe this is particularly impactful for Progyny given that our solution provides tangible ways for companies to demonstrate their commitment in these areas. Every Progyny member has equal access to care regardless of whether it's because of a medical issue or because they are a member of the LGBTQ community or a single parent by choice. The Progyny benefit was designed to support them and their unique needs. Every Progyny member receives personalized culturally competent care from a highly trained patient care advocate who is sensitive to and knowledgeable about the unique needs of a diverse population. This includes members of the BIPOC and LGBTQ plus communities.

And our plan design gives doctors full access to the in our network recently said that Progyny's proprietary Smart Cycle bundle has all but eliminated class and race bias because it ensures that all patients have equal access to emerged emerged as a significantly stronger business today than it was a year ago. The success of our selling season proved the relevance of fertility benefits to employers. Our members' ongoing pursuit of treatment proved the essential nature of fertility as a medical service. Our members' ability to return to care quickly as they did prove the importance of the collaborative relationship we have with the providers in our network. The superiority of our approach in fertility was proven through our increasing NPS scores as well as our most recent outcomes, which continue to affirm that we significantly outperformed the national averages.

And the quality of our results prove the strength of our business model. With that, we'll now move on to the next portion of today's meeting. Will the secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholders list?

Speaker 2

I have at this meeting a complete list of the stockholders of record of our common stock on April 5, 2021, the record date for this meeting. I also have an affidavit certifying that on April 22, 2021, a notice of annual meeting of stockholders of Progyny was deposited in the U. S. Mail to stockholders of record at the close of business on April 5, 2021. This affidavit of mailing will be filed with the records of the meeting.

Speaker 1

At this time, I'd like to introduce Donna Bent of Computershare, who has been appointed to act as Inspector of Election at this meeting. Ms. Bent has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the meeting. Her function is to decide upon the qualifications of voters, except their votes and when balloting on all matters is completed to tally the final votes.

Will the secretary please report at this time with respect to the existence of a quorum?

Speaker 2

I've been informed by the Inspector of Election that proxies have been received for approximately 90% of the outstanding shares of common stock entitled to vote at this meeting. This constitutes a quorum for the meeting today, and we will now carry on the official business of the meeting.

Speaker 1

We will now proceed with the formal business of this meeting. There are 3 proposals to be considered by the stockholders at this meeting.

Speaker 2

The time is now 3:0:9 on Wednesday, June 2, 2021, and the polls are now open for voting on all matters to be presented. The polls will be closed to voting after we go through the matters to be voted on. We will address the questions during Q and A after the meeting. If you have a question, please submit it by mailing investorsprogyny.com.

Speaker 1

The first item of business is the election of 3 Class II Directors to serve until the 2024 Annual Meeting and until their successors are elected. The nominees for Class 2 Director are Roger Holstein, Jeff Park and David Schlanger. No other persons having been nominated in accordance with the company's bylaws, the nominations are now closed. The second item of business today is the ratification of the selection by the Audit Committee of the Board of Directors of Ernst and Young, Progyny's independent registered public accounting firm for the fiscal year ending December 31, 2021. The 3rd item of business today is the approval on an advisory and non binding basis of the frequency of future advisory votes on the compensation of our named executive officers.

That was the final proposal for today's meeting. The secretary will now describe the voting procedures.

Speaker 2

If you've already voted, there's no need to vote now unless you would like to change your vote. If you have not voted and you'd like to vote now or if you'd like to change your vote, please go to www.investorvote.com/pgny. Enter your control number from the notice and vote your shares. We'll pause for a moment to give anyone who hasn't voted a chance to vote. The time is now 3:11 and the polls are now closed for voting.

The report of the Inspector of Elections covering the proposals presented at this meeting is as follows: The proposal to elect each of Roger Holstein, Jeff Park and David Schlanger as Class II Director of Progyny is now approved. The selection of Ernst and Young as Progyny's independent registered public accounting firm for the fiscal year ending December 31, 2021, is ratified. The recommendation of 1 year regarding the approval of an advisory non binding basis of the frequency of future advisory votes on the compensation of our named executive officers is approved. We expect to report our final voting results on a current report on Form 8 ks to be filed with the SEC within 4 business days after the end of this meeting. The preliminary inspectors' certificate of the votes cast is accepted as presented.

We thank all of the stock

Speaker 1

There being no questions, the meeting is now adjourned. Thank you, everyone. That will complete the question and answer period. Thank you all for attending the Progyny 2021 Annual Meeting and for your continued support.

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