8-K

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): April 11, 2023

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 400

Seattle, Washington 98108

(Address of principal executive offices, including zip code)

(855) 727 - 9079

(Registrant's telephone number, including area code)

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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	The NASDAQ Stock Market LLC

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 ☐

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. ☐

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 11, 2023, the Company and Gavin Friedman, the Company’s former Executive Vice President, Legal, and Corporate Secretary, entered into a separation agreement and release of claims (the “Separation Agreement”) in a substantially similar form to the previously filed form of separation agreement. Pursuant to the Separation Agreement, Mr. Friedman and the Company irrevocably and absolutely released all claims against each other, Mr. Friedman agreed to a 12-month non-competition obligation from the date of his separation, and the Company accelerated the vesting of 31,720 shares (the “RSU Shares”) of common stock issuable upon settlement of restricted stock units (the “RSUs”) held by Mr. Friedman. The settlement of the RSU Shares will occur on dates, and in amounts, that align with the historical vesting schedule of the RSUs through March 15, 2024, by which date all remaining RSU Shares will be settled but subject to a contractual lockup that expires on dates and with respect to a number of RSU Shares that aligns with the historical vesting schedule of the RSUs. The Separation Agreement also provides for a severance payment to Mr. Friedman of $100,000.

The Company also entered into a consulting agreement with Mr. Friedman (the “Consulting Agreement”) in a substantially similar form to the previously filed form of consulting agreement. Pursuant to the Consulting Agreement, Mr. Friedman agreed to provide services to the Company primarily relating to lobbying activity on behalf of the Company with the goal of further developing regulatory policy change across the pet insurance category in the United States. He will receive a fee of $300,000 a year, with the opportunity for bonuses. The Consulting Agreement has a three-year term, contains confidentiality obligations and contains a 12-month noncompetition obligation from the date of termination of the Consulting Agreement.

Item 9.01     Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit No.	Description
	104	Cover Page Interactive Data File (formatted as 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.

TRUPANION, INC.
By:	/s/ Margi Tooth
	Name: Margi Tooth
	Title: President

Date: April 17, 2023

XML

Cover Page Document	Apr. 11, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 11, 2023
Entity Registrant Name	TRUPANION, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36537
Entity Tax Identification Number	83-0480694
Entity Address, Address Line One	6100 4th Avenue S, Suite 400
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98108
City Area Code	855
Local Phone Number	727 - 9079
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Amendment Flag	false
Entity Central Index Key	0001371285
Title of 12(b) Security	Common stock, $0.00001 par value per share
Trading Symbol	TRUP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false