Inogen Inc filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On January 30, 2025, Thomas A. West notified Inogen, Inc. (“the Company”) of his resignation as a member of the Board of Directors (the “Board”) of the Company, the Compliance Committee of the Board (the “Compliance Committee”), and the Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”), in each case effective as of January 30, 2025. Mr. West’s resignation is not the result of any disagreement with the Company relating to the Company’s operations, policies or practices.
Appointment of Director
On January 31, 2025, the Board, upon recommendation of the Nominating and Governance Committee, appointed Mira Kirti Sahney to the Board, effective January 31, 2025. Ms. Sahney will serve as a Class III director, with a term expiring at the annual meeting of stockholders to be held in 2026. In addition, the Board appointed Ms. Sahney as a member of the Nominating and Governance Committee and the Compliance Committee, in each case also effective as of January 31, 2025.
Ms. Sahney, 50, currently serves as a board member of Claria Medical, a privately held minimally invasive surgical tools company. She joined Claria Medical’s board in 2017. Previously, Ms. Sahney served as the President of the Pelvic Health Operating Unit at Medtronic plc (NYSE: MDT) from 2021 to 2024). Before joining Medtronic plc, Ms. Sahney served from 2017 to 2021 as President, Chief Executive Officer, and Director of Hyalex Orthopaedics, a venture-backed medical device innovator. Prior to Hyalex, she served in P&L leadership roles at Smith + Nephew (LON: SNN) from 2009 to 2016, including as Senior Vice President and General Manager of both the Ear, Nose and Throat and the Gynecology businesses. She began her medical technology career as co-founder and President of Myomo, Inc. (NYSE: MYO), a wearable medical robotics company addressing neurological disorders, serving in that role from 2004 to 2008. She also has foundational experience in aerospace, automotive, and industrial equipment companies. Ms. Sahney graduated summa cum laude from the University of Michigan with a B.S. in Mechanical Engineering. She holds an M.S. from Stanford University in Mechanical Engineering. Ms. Sahney also holds both an M.S. in Engineering and an MBA from the Massachusetts Institute of Technology.
Ms. Sahney will be compensated in accordance with the Company’s outside director compensation policy (the “Policy”). Pursuant to the Policy, Ms. Sahney will be entitled to receive the following cash fees: $45,000 per year for service as a member of the Board and $5,000 per year for service as a member of each of the Nominating and Governance Committee and Compliance Committee, each paid quarterly in arrears on a pro-rata basis.
In connection with her appointment to the Board, as a non-employee director and pursuant to the Company’s Amended and Restated 2023 Equity Incentive Plan and the Policy, Ms. Sahney received an initial award of 9,112 restricted stock units (“RSUs”). Each RSU represents a contingent right to receive one share of the Company’s common stock, par value $0.001per share. The award will vest on May 14, 2025 which is the same date as the non-employee director annual awards that were outstanding as of the grant date, subject to Ms. Sahney continuing to serve as a director through the vesting date.
Ms. Sahney has entered into the Company’s standard indemnification agreement for directors and officers, a copy of which was attached as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-192605) filed with the Securities and Exchange Commission on November 27, 2013.
There is no arrangement or understanding between Ms. Sahney and any other persons pursuant to which Ms. Sahney was elected as a director. In addition, Ms. Sahney is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Ms. Sahney and any of the Company’s directors or executive officers.
Item 7.01. Regulation FD Disclosure.
On February 3, 2025, the Company issued a press release announcing Ms. Sahney's appointment as a director. A copy of the press release is furnished herewith as Exhibit 99.1.
The information set forth under this Item 7.01, including 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 incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
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Description |
99.1 |
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104 |
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The cover page of this Current Report on Form 8-K, formatted in inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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INOGEN, INC. |
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Date: |
February 3, 2025 |
By: |
/s/ Michael Bourque |
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Michael Bourque |