---
schema_version: "secwatch.filing_event.v1"
accession: "0001609550-23-000038"
form_type: "8-K"
ticker: "INSP"
cik: "0001609550"
company_name: "Inspire Medical Systems, Inc."
filed_at: "2023-05-02T23:59:59+00:00"
generated_at: "2026-06-16T03:33:40.017691+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Inspire Medical Systems stockholders elect directors, ratify auditor, approve exec compensation

## Summary
- All four Class II director nominees elected; Gary L. Ellis received 9.6M withheld (37.6% of votes cast).
- Ernst & Young ratified as independent auditor for 2023 with 26.3M for, 1.1M against.
- Advisory say-on-pay passed with 22.7M for, 2.8M against, 1.9M broker non-votes.
- Approximately 94% of outstanding shares (27.4M) represented at the April 27 meeting.

## SEC filing metadata
- accession: 0001609550-23-000038
- form_type: 8-K
- ticker: INSP
- cik: 0001609550
- company_name: Inspire Medical Systems, Inc.
- filed_at: 2023-05-02T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1609550/000160955023000038/0001609550-23-000038-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1609550/000160955023000038/insp-20230502.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001609550-23-000038
- JSON: https://secwatch.observer/filing/0001609550-23-000038.json
- Plain text: https://secwatch.observer/filing/0001609550-23-000038.txt

## Key facts
- Shareholder Votes
  Inspire Medical Systems, Inc. shareholders approved Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2022 at the 2023-04-27 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: Item 2 — Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2022 The Company’s stockholders ratified the appointment by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 by voting as follows: Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 26,301,995 1,078,471 16,685 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1609550/000160955023000038/0001609550-23-000038-index.htm
- Shareholder Votes
  Inspire Medical Systems, Inc. shareholders approved Election of Class II directors at the 2023-04-27 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: Item 1 — Election of Directors The following Class II directors were elected for a term of office expiring on the date of the Company’s annual meeting of stockholders to be held in 2026 and until their respective successors have been duly elected and qualified. The number of votes cast for and withheld from each nominee and the number of broker non-votes with respect to each nominee were as follows: Votes FOR Votes WITHHELD Broker Non-Votes Cynthia B. Burks 25,322,663 191,466 1,883,022 Gary L. Ellis 15,916,171 9,597,958 1,883,022 Georgia Garinois-Melenikiotou 25,049,945 464,184 1,883,022 Dana G. Mead, Jr. 24,971,294 542,835 1,883,022
  evidence_url: https://www.sec.gov/Archives/edgar/data/1609550/000160955023000038/0001609550-23-000038-index.htm
- Shareholder Votes
  Inspire Medical Systems, Inc. shareholders approved Advisory Vote on Approval of the Compensation of the Company's Named Executive Officers at the 2023-04-27 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-04-27
  source text: Item 3 — Advisory Vote on Approval of the Compensation of the Company's Named Executive Officers The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers by voting as follows: Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 22,660,463 2,795,344 58,322 1,883,022
  evidence_url: https://www.sec.gov/Archives/edgar/data/1609550/000160955023000038/0001609550-23-000038-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.