UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 5, 2024, Trupanion, Inc. (the “Company”) held its 2024 Annual Meeting, at which the Company’s stockholders (i) elected the eight directors identified in the table below to the Board to serve until the Company’s annual meeting of stockholders in 2025 or until their successors are duly elected and qualified, (ii) approved the Trupanion 2024 Equity Incentive Plan, (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, and (iv) approved the advisory vote on compensation for the Company’s named executive officers for fiscal year ended December 31, 2023. Set forth below are the final voting tallies for the Annual Meeting:
| Proposal 1: Election of Directors |
For | Against | Withheld | Broker Non-Votes | ||||
| Darryl Rawlings |
27,434,604 | 0 | 583,273 | 2,759,992 | ||||
| Max Brodén |
27,776,800 | 0 | 241,077 | 2,759,992 | ||||
| Jacqueline “Jackie” Davidson |
27,215,797 | 0 | 802,080 | 2,759,992 | ||||
| Paulette Dodson |
27,119,964 | 0 | 897,913 | 2,759,992 | ||||
| Richard Enthoven |
27,855,965 | 0 | 161,912 | 2,759,992 | ||||
| Murray Low |
27,217,021 | 0 | 800,856 | 2,759,992 | ||||
| Elizabeth “Betsy” McLaughlin |
27,211,996 | 0 | 805,881 | 2,759,992 | ||||
| Howard Rubin |
27,116,835 | 0 | 901,042 | 2,759,992 | ||||
| Proposal 2: Approval of Trupanion 2024 Equity Incentive Plan |
For | Against | Abstain | Broker Non-Votes | ||||
| Approval of Trupanion 2024 Equity Incentive Plan |
24,875,384 | 3,135,466 | 7,027 | 2,759,992 | ||||
| Proposal 3: Auditor Ratification |
For | Against | Abstain | Broker Non-Votes | ||||
| Ratification of the selection of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2024 |
27,736,794 | 3,030,416 | 10,659 | n/a | ||||
| Proposal 4: Advisory and Non-Binding “Say on Pay” Vote |
For | Against | Abstain | Broker Non-Votes | ||||
| Advisory and non-binding vote to approve the compensation for the Company’s named executive officers in 2023 |
26,769,789 | 1,007,331 | 240,757 | 2,759,992 | ||||
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.
| TRUPANION, INC. | ||
| By: | /s/ Fawwad Qureshi | |
| Name: Fawwad Qureshi | ||
| Title: Chief Financial Officer | ||
Date: June 7, 2024