SEC Comment Letter 0000000000-24-009359 to Progyny, Inc. (PGNY)
Progyny, Inc.
Date: Aug. 15, 2024 · CIK: 0001551306 · Accession: 0000000000-24-009359
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-39100
Letter
August 15, 2024 Peter Anevski Chief Executive Officer Progyny, Inc. 1359 Broadway, 2nd Floor New York, New York 10018 Re:Progyny, Inc. Definitive Proxy Statement on Schedule 14A Filed April 12, 2024 File No. 001-39100 Dear Peter Anevski: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comment(s). Please respond to this letter by providing the requested information and/or confirming that you will revise your future proxy disclosures in accordance with the topics discussed below . If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Definitive Proxy Statement on Schedule 14A Pay Versus Performance Table, page 44 1.Refer to the reconciliation table in footnotes 3 and 5 to your pay versus performance table. It is unclear what amounts are reflected in the row titled “Plus/Less, year-over-year change in fair value of equity awards granted in prior years that vested in the year” and “Plus/Less, average year-over-year change in fair value of equity awards granted in prior years that vested in the year.” Specifically, equity awards granted in prior years that vest during the relevant year should be valued as the difference between the fair value as of the end of the prior fiscal year and the vesting date, not the "year-over-year" change in value. Please ensure that your table headings reflect the amounts used to calculate compensation actually paid. Refer to Item 402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.
August 15, 2024 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Conlon Danberg at 202-551-4466 or Daniel Crawford at 202-551-7767 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program cc:Rita Patel, Esq.
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August 15, 2024
Peter Anevski
Chief Executive Officer
Progyny, Inc.
1359 Broadway, 2nd Floor
New York, New York 10018
Re:Progyny, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 12, 2024
File No. 001-39100
Dear Peter Anevski:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comment(s).
Please respond to this letter by providing the requested information and/or confirming that
you will revise your future proxy disclosures in accordance with the topics discussed below . If
you do not believe a comment applies to your facts and circumstances, please tell us why in your
response.
After reviewing your response to this letter, we may have additional comments.
Definitive Proxy Statement on Schedule 14A
Pay Versus Performance Table, page 44
1.Refer to the reconciliation table in footnotes 3 and 5 to your pay versus performance table.
It is unclear what amounts are reflected in the row titled “Plus/Less, year-over-year
change in fair value of equity awards granted in prior years that vested in the year” and
“Plus/Less, average year-over-year change in fair value of equity awards granted in prior
years that vested in the year.” Specifically, equity awards granted in prior years that vest
during the relevant year should be valued as the difference between the fair value as of the
end of the prior fiscal year and the vesting date, not the "year-over-year" change in value.
Please ensure that your table headings reflect the amounts used to calculate compensation
actually paid. Refer to Item 402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.
August 15, 2024
Page 2
We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
Please contact Conlon Danberg at 202-551-4466 or Daniel Crawford at 202-551-7767
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:Rita Patel, Esq.