Annual General Meeting Transcript - PGNY 2026-05-21

Speaker 4

Good afternoon. I'm Peter Neske, Chief Executive Officer of Progeny and a member of the Board of Directors. I'm very happy to welcome you to the Progeny 2026 Annual Stockholders' Meeting. Before I call the meeting to order, I'd like to welcome our board members in attendance and introduce the business team members who are with us today. The other officers of Progeny in attendance are David Schlanger, Executive Chairman, Mark Livingston, Chief Financial Officer, and Allison Schwartz, General Counsel, who will also be acting as Secretary for today's meeting. I'd also like to introduce John Vala of Ernst & Young LLP, Progeny's Independent Auditors, who is available to respond to appropriate questions. We thank all of you for joining us today. 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 questions you may have. We'll begin the meeting with a brief update on the business. As a reminder, remarks made today and in response to any questions may include forward-looking statements. Forward-looking statements involve risks, uncertainties, and other important factors that are described in our SEC filings, including our first quarter Form 10-Q, and our actual results may differ materially from such statements. Any forward-looking statements that we make during the meeting are based on our beliefs and assumptions today, and we have no obligation to update them. In addition, we may also reference certain non-GAAP financial measures during this meeting. For a reconciliation of each of these measures to the most directly comparable gap metric, please refer to our quarterly earnings press releases that are available on our investor relations website. We are holding today's meeting virtually. We believe that a virtual format enables easier access and participation by our stockholders, helps increase stockholder attendance, and saves the company and its investors time and money, in addition to being an environmentally friendly and sustainable format. Before we move on to the formal business of today's meeting, I'd like to provide a few highlights of what we accomplished in 2025. We're pleased to report that 2025 was an exceptionally strong year for progeny. We achieved record highs in revenue and adjusted EBITDA at $1.29 billion and $222 million, respectively, with both of those key metrics increasing by double digits over 2024. We also generated a record $210 million in operating cash flow, or a 17% increase over 2024. Beyond these solid financial results, we're equally pleased with what we achieved operationally in 2025, which we believe will set us up well for continued momentum in 2026 and beyond. That operational excellence starts with our intense continuing focus on member and client satisfaction. By keeping the needs of our members and clients always at the forefront, we once again achieved a near 100% retention of our existing clients for 2026. And this included all of our largest clients. And we expanded our relationships with a significant number of our clients with 30% of the overall base adding to their progeny program in some way for 2026. The key driver for our continued success with both client retention and expansion lies in our value proposition, which consistently delivers total program management success across all of the critical areas important to our clients as plan sponsors. These include network management, our clinical outcomes, member satisfaction, and ultimately overall cost management. We're particularly proud of our track record in controlling the cost trend in our categories during a sustained period where medical cost inflation continues to be at record highs. U.S. employers have seen a 27% compounded increase in their overall medical costs since 2022, driven by inflation and high-cost disease categories. Because of our focus on our overall cost management, that 27% represents a greater than five times differential versus the compounded change in progeny's rates over that same period. As fiduciary to our plan sponsor clients, we're extremely proud of this, as it provides us with yet another way of differentiating our solution. At Outcomes, we once again led the industry in critical results, helping more members than ever with their family-building journeys. Outcomes aren't just numbers on a page. They are healthier pregnancies, fewer rounds of treatment, fewer miscarriages, fewer NICU events, and better support across a range of women's health needs, such as managing the stresses of new parenthood or the symptoms of menopause. These better outcomes not only lead to better health for our members, but equally importantly, to lower overall costs for our employers. Taking all the components of our solution together across member satisfaction, critical outcomes, and cost trend control helps explain why employers and members are continuing to turn to prodigy to address their family building and women's health benefit needs. As 2026 begins, our latest selling and renewal season is off to a good start. The level of activity and overall engagement we're seeing affirms that family building and women's health solutions remain a priority for every type of employer. As we shared in our most recent earnings call earlier this month, our overall pipeline and the early build of new pipeline is substantially favorable versus the year-ago period. We've also meaningfully de-risked this year's renewal season by securing early favorable notifications from some of our largest clients whose agreements were up for review this year. Pipeline strength reflects good traction with our market partners, including our first full season with Sigma. We're also seeing good contribution from our traditional demand generation activities, which has yielded a mix of companies looking to add the benefit for the first time as well as those considering a switch from their existing provider. We're also seeing significantly stronger activity from RFPs on business that is currently with standalone competitors. In short, we're entering 2026 with considerable momentum and believe we are well positioned for the year ahead. This is informed by our reputation earned over a decade as the premier solution for family building and women's health, driving the best clinical outcomes, member experience, and total program management and cost containment for our clients. It's also driven by the investments we've been making and will continue to make across our products, both in the U.S. and around the world, to enhance our platform as well as our use of new technology, including AI, to create a better member experience and provide even better service to our clients while driving even more efficiencies. We believe we couldn't be in a better position as we look to continue our growth into 2026 and beyond. We look forward to updating you on the progress in future quarterly earnings calls. And 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 list of stockholders of record and the mailing of the notice of the meeting.

Allison Swartz, General Counsel

I have at this meeting a complete list of the stockholders of record of our common stock on March 27, 2026, the record date for this meeting. This list is available for viewing and has been available for inspection for the past 10 days at 1359 Broadway, second floor, New York, New York. I also have an affidavit certifying that on April 10, 2026, a notice of annual meeting of stockholders of progeny was deposited in the United States Mail to stockholders of record at the close of business on March 27, 2026. The affidavit of mailing will be filed with the records of the meeting.

Speaker 4

At this time, I'd like to introduce Kayla Walsh of ComputerShare, who has been appointed to act as inspector of election at this meeting. Ms. Walsh 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, accept their votes, and, when valody 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?

Allison Swartz, General Counsel

I have been informed by the Inspector of Election that proxies have been received for approximately 91% of the outstanding shares of common stock entitled to vote at this meeting. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.

Speaker 4

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

Allison Swartz, General Counsel

The time is now 3.13 p.m. on Thursday, May 21, 2026, 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 questions during the Q&A portion of the meeting. If you have a question, please submit it by emailing investors at progeny.com.

Speaker 4

The first item of business is the election of three Class I directors to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected. The nominees for Class I directors are Lloyd Dean, Kevin Gordon, and Cheryl Scott. No other persons have 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 & Young LLP as Prodigy's independent registered public accounting firm for the fiscal year ending December 31, 2026. The third item of business today is the approval on an advisory and non-binding basis of the compensation of the company's named executive officers. The fourth item of business today is the approval of the amendment to the company's certificate of incorporation to eliminate certain supermajority voting requirements. The fifth item of business today is the approval of the amendment to the company's certificate of incorporation to eliminate the default supermajority voting requirement concerning certain business combinations. That was the final proposal for today's meeting. The Secretary will now describe the voting

Allison Swartz, General Counsel

procedures. If you have already voted, there's no need to vote now unless you would like to change your vote. If you have not voted and you would like to vote now, or if you'd like to change your vote, please go to www.investorvote.com forward slash PGNY. Enter your control number from the notice and vote your shares. We'll pause for a moment to give anyone who hasn't yet voted a chance to vote. Each share of common stock is entitled to one vote. Please note this is the last call for votes. The time is 3 16 p.m. and the polls are now closed for voting. The preliminary report of the Inspector of Elections covering the proposals presented at this meeting is as follows. The proposal to elect each of Lloyd Dean, Kevin Gordon, and Cheryl Scott as a class one director of the company is approved. The selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026 is ratified. The compensation of the company's named executive officers on an advisory and non-binding basis is approved. The proposal to amend the company's certificate of incorporation to eliminate certain supermajority voting requirements is approved. The proposal to amend the company's certificate of incorporation to eliminate the default supermajority voting requirement concerning certain business combinations is approved. We expect to report our final voting results on a current report on Form 8K to be filed with the SEC within four business days of the conclusion of this meeting. The preliminary inspector certificate of the votes cast is accepted as presented. We thank all of the stockholders for their participation. The formal portion of this meeting is

Speaker 4

now adjourned. This concludes the formal portion of today's meeting. We will now

Speaker 2

answer questions from stockholders. There is one question from a stockholder which is as follows. Would the Compensation Committee consider using GAAP net income in the financial component of the at-risk compensation targets from 2027 onwards instead of adjusted EBITDA as this would capture dilution from stock compensation as well as the cost from any future capital

David Schlanger, Chairman

expenditures and or interest expense. Thank you, James. Our executive chairman, David Schlanger, is on the call. David, would you like to answer that question? Sure, no problem, Pete. First,

David Schlanger, Chairman

I'd like to thank this shareholder for their thoughtful question. We value input and the perspective of our shareholders, and you can see an example of that in this year's proxy statement with respect to feedback we solicited and incorporated into our most recent executive Compensation Program. As chairman of the board, I can assure the full text of their suggestion, not just the shortened version that was read today, will be forwarded to the Compensation Committee and will be given careful consideration. Thank you, David. We have time for any other

Speaker 4

questions? I'm showing no further questions. Okay. That will complete the Q&A portion of the meeting. There being no further business, the meeting is now adjourned. Thank you all for attending the Prodigy 2026 annual meeting and for your continued support.