0001371285-19-000161.txt : 20190612 0001371285-19-000161.hdr.sgml : 20190612 20190612161313 ACCESSION NUMBER: 0001371285-19-000161 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190612 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190612 DATE AS OF CHANGE: 20190612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRUPANION, INC. CENTRAL INDEX KEY: 0001371285 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36537 FILM NUMBER: 19893716 BUSINESS ADDRESS: STREET 1: 6100 4TH AVENUE SOUTH STREET 2: SUITE 200 CITY: SEATTLE STATE: WA ZIP: 98108 BUSINESS PHONE: 888-733-2685 MAIL ADDRESS: STREET 1: 6100 4TH AVENUE SOUTH STREET 2: SUITE 200 CITY: SEATTLE STATE: WA ZIP: 98108 FORMER COMPANY: FORMER CONFORMED NAME: TRUPANION INC. DATE OF NAME CHANGE: 20131114 FORMER COMPANY: FORMER CONFORMED NAME: VETINSURANCE INTERNATIONAL INC DATE OF NAME CHANGE: 20060802 8-K 1 a8-kcoverpagexasm6619.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 6, 2019
TRUPANION, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
001-36537
 
83-0480694
(State or other jurisdiction of
incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
6100 4th Avenue S, Suite 200
Seattle, Washington 98108
(Address of principal executive offices, including zip code)
(855) 727 - 9079
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock, $0.00001 par value per share
TRUP
NASDAQ Capital Market

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). Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o




Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 6, 2019, the Company held its 2019 Annual Meeting at which the Company’s stockholders (i) elected the two Class II directors identified in the table below to the Board of Directors of the Company to serve until the Company’s annual meeting of stockholders in 2022 or until their successors are duly elected and qualified, (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, (iii) approved the advisory vote on compensation for the Company’s named executive officers, and (iv) approved a one-year frequency for future votes on executive compensation. Set forth below are the final voting tallies for the Company’s 2019 Annual Meeting:


Proposal 1: Election of Directors
 
For
 
Against
 
Withheld
 
Broker Non-Votes
Michael Doak
 
25,520,608
 
—
 
57,619
 
3,734,129
Darryl Rawlings
 
25,490,354
 
—
 
87,873
 
3,734,129

Proposal 2:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Ratification of Ernst & Young LLP as independent auditor
 
29,300,999
 
8,283
 
3,074
 
n/a

Proposal 3:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Advisory and non-binding vote to approve the compensation for the Company's named executive officers
 
24,966,978
 
185,988
 
425,261
 
3,734,129
 
Proposal 4:
 
1 Year
 
2 Years
 
3 Years
 
Abstain
Advisory and non-binding vote to approve the frequency of future advisory votes on compensation provided to the Company's named executive officers
 
22,305,762
 
41,762
 
3,220,137
 
10,566






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/ Tricia Plouf
 
Name: Tricia Plouf
 
Title: Chief Financial Officer
Date: June 12, 2019