8-K
filed June 12, 2023, 7:59 PM ET
ticker TRUP
CIK 0001371285
other material
confidence high
sentiment neutral
materiality 0.35
Trupanion stockholders approve board declassification; all directors reappointed
TRUPANION, INC.
- Stockholders approved Amended Charter to declassify the Board with 31,262,440 votes for, 50,833 against.
- Amended Charter became effective June 8, 2023; all six directors resigned and were immediately reappointed for annual terms.
- Bylaws amended to reflect declassification; conforming changes adopted effective June 8, 2023.
- Advisory 'say on pay' vote passed with 29,554,747 for, 1,753,307 against; Ernst & Young ratified as auditor.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
TRUPANION, INC.: Amended and restated bylaws with conforming changes to reflect declassification of the board (effective 2023-06-08).
- Change
- bylaw amendment
- Effective
- 2023-06-08
Exact text from the filing
In connection with the effectiveness of the Amended Charter, the Board amended and restated the Company's bylaws (the “Bylaws”), which became effective on June 8, 2023. The Bylaws consist of conforming changes to reflect the declassification of the Board.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
TRUPANION, INC.: Amended and restated certificate of incorporation to declassify the board of directors (effective 2023-06-08).
- Change
- charter amendment
- Effective
- 2023-06-08
Exact text from the filing
On June 8, 2023, following approval of the Company's stockholders at the Company's 2023 annual meeting of stockholders (the "Annual Meeting"), the Company's Restated Charter became effective upon its filing with the Secretary of State of the State of Delaware.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TRUPANION, INC. shareholders approved Advisory and Non-Binding Vote to Elect Three Class I and Two Class II Directors at the 2023-06-07 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-06-07
Exact text from the filing
Proposal 2: Advisory and Non-Binding Vote to Elect Three Class I and Two Class II Directors
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TRUPANION, INC. shareholders approved Election of Class III Directors at the 2023-06-07 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-06-07
Exact text from the filing
On June 7, 2023, the Company held the Annual Meeting at which the Company’s stockholders (i) elected the Class III directors identified in the table below to the Board to serve until the Company’s annual meeting of stockholders in 2026 or until their successors are duly elected and qualified
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TRUPANION, INC. shareholders approved Advisory and non-binding vote to approve the compensation for the Company's named executive officers for fiscal year ended December 31, 2022 at the 2023-06-07 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-06-07
Exact text from the filing
Proposal 5: 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 2022 29,554,747 1,753,307 30,262 4,546,213
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TRUPANION, INC. shareholders approved Ratification of the selection of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-06-07 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-06-07
Exact text from the filing
Proposal 4: 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, 2023 32,910,174 2,955,585 18,770 n/a
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
TRUPANION, INC. shareholders approved Approval of Amendment and Restatement of Certificate of Incorporation to Declassify the Board at the 2023-06-07 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-07
Exact text from the filing
Proposal 3: Approval of Restated Charter For Against Abstain Broker Non-Votes Approval of Amendment and Restatement of Certificate of Incorporation to Declassify the Board 31,262,440 50,833 25,043 4,546,213
View on SEC.gov
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