Item 2.02 Results of Operations and Financial Conditions
On November 4, 2021, Progyny, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2021. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information furnished under this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 4, 2021, Progyny, Inc. (the “Company”) announced that David Schlanger plans to transition to the role of Executive Chairman, effective as of January 1, 2022, and will continue to serve as a director of the Company. In his role as Executive Chairman, Mr. Schlanger will continue providing services to the Company, including with respect to strategy and corporate development, and acting as a consultant to the Chief Executive Officer on key matters. Mr. Schlanger, 62, has served as our Chief Executive Officer since January 2017 and on our board of directors since March 2017. From August 2013 until September 2016, he served as the Chief Executive Officer of WebMD, an online provider of information relating to health and well-being. Beth Seidenberg, M.D., who currently serves as Chair of the Board, will assume the position of Lead Independent Director.
Pete Anevski, 54, who currently serves as President and Chief Operating Officer, will succeed Mr. Schlanger as Chief Executive Officer, effective as of January 1, 2022. In connection with Mr. Anevski’s transition, the Board has appointed Mr. Anevski as a director of the Company effective as of the date he becomes Chief Executive Officer. Mr. Anevski joined the Company in January 2017 as Chief Operating Officer and has been our President since June 2019. He also served as our Chief Financial Officer from January 2017 to September 2020. From May 2013 until September 2016, he served as the Executive Vice President and Chief Financial Officer of WebMD.
Michael Sturmer, 45, who currently serves as Executive Vice President, Chief Growth and Strategy Officer, will succeed Mr. Anevski as President, effective as of January 1, 2022. Mr. Sturmer has over two decades of operations, sales and strategic experience in the healthcare industry and has been with us since February 2021. From September 2016 to February 2021, he was Senior Vice President of Health Services at Livongo. Prior to that, Mr. Sturmer held several senior positions at Cigna, including Chief Operating Officer for the New York/New Jersey Health Plan.
In connection with this transition, the Company will enter into an amended and restated employment agreement with Mr. Schlanger, effective as of January 1, 2022. Pursuant to this agreement, Mr. Schlanger will be reduced to an annual salary of $250,000 and with an annual performance and retention bonus of up to a maximum of 100% of his annual base salary. In addition, Mr. Schlanger will be eligible to receive an equity award for fiscal year 2022 comprised of 333,000 options and 84,000 restricted stock units, in each case vesting as to 25% on the first anniversary of the vesting commencement date with the remaining 75% of such award vesting in equal quarterly installments on each monthly anniversary thereafter over the next three years, as well as a performance stock unit award with respect to a maximum number of 83,000 shares that are eligible to be earned based on the achievement of specified revenue targets.
Mr. Schlanger’s transition to Executive Chairman will not be deemed a resignation from his position as Chief Executive Officer for “good reason” under the terms of his existing employment agreement. No changes or acceleration will be applied to any equity awards previously granted to Mr. Schlanger, which will continue to vest in accordance with their terms, and he will not receive any severance payments or benefits in connection with such transition.
