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): July 3, 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.

Appointment of Director

Effective as of July 4, 2023, the Board of Directors (the “Board”) of Trupanion, Inc. (the “Company”) appointed Max Brodén as a director of the Company. Mr. Brodén will serve as a director for a term expiring at the Company’s 2024 annual meeting of stockholders or upon his earlier death, resignation or removal. The Board has affirmatively determined that Mr. Brodén is independent in accordance with applicable NASDAQ listing rules. The Board also appointed Mr. Brodén to serve as a member of the Board’s Audit Committee.

Max Brodén, 45, is the Executive Vice President and Chief Financial Officer of Aflac Incorporated (“Aflac”) where he has served in various leadership roles of ascending responsibility since April 2017. Before joining Aflac, Mr. Brodén served as senior portfolio manager at Norges Bank from July 2007 to April 2017, managing an equity portfolio of global financial and insurance stocks. Mr. Brodén holds a Master of Science in both accounting and finance from Stockholm School of Economics. Mr. Brodén was chosen to serve on the Board based on his significant leadership and industry experience, as well as his financial and accounting expertise.

Aflac is a greater than 5% stockholder of the Company. In October 2020, the Company entered into a Strategic Alliance Agreement and certain related agreements with Aflac. Mr. Brodén does not have any other direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the Company’s press release announcing the appointment of Mr. Brodén is furnished herewith as Exhibit 99.1.

Item 9.01     Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit No.	Description
	99.1	Press Release, dated July 5, 2023.
	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/ Wei Li
	Name: Wei Li
	Title: Interim Chief Financial Officer

Date: July 5, 2023

EX-99.1

Exhibit 99.1

Trupanion Appoints Aflac Incorporated CFO Max Brodén to Board of Directors

–Mr. Brodén Brings Global Financial Acumen and Continues Ongoing Refreshment of Board

SEATTLE, WA. July 5, 2023 -- Trupanion, Inc. (Nasdaq: TRUP) announced that Max Brodén, Chief Financial Officer of Aflac Incorporated, has been appointed to serve as an independent director effective July 4, 2023. This appointment expands the Board to nine directors, eight of whom are independent.

“We’re excited to welcome Max as the newest independent member of our Board,” said Darryl Rawlings, Founder, CEO and Chair of the Board. “Max’s global financial knowledge and expertise in both the insurance and investment industries, including as CFO for the largest publicly traded supplemental health insurance company, will be extremely valuable to Trupanion.”

“Max is a natural leader with proven results as a public insurance company executive,” said Murray Low, PhD, Lead Independent Director. “We remain focused on ensuring our board has the right mix of skills and experience and we are thrilled to have Max join given his record of value creation and how complementary his qualifications are to the rest of our directors.”

With over 17 years of experience and leadership managing global financial and insurance portfolios, Mr. Brodén is currently the Executive Vice President and Chief Financial Officer of Aflac Incorporated where he has served in various leadership roles of ascending responsibility since April 2017. Before joining Aflac Incorporated, Mr. Brodén served as senior portfolio manager at Norges Bank from 2007 to 2017, managing an equity portfolio of global financial and insurance stocks. Mr. Brodén holds a Master of Science in both accounting and finance from Stockholm School of Economics.

As part of the ongoing refreshment of Trupanion’s Board of Directors, six directors have now been appointed in the past six years.

About Trupanion

Trupanion is a leader in medical insurance for cats and dogs throughout the United States, Canada, Europe, Puerto Rico and Australia with over 900,000 pets enrolled. For over two decades, Trupanion has given pet owners peace of mind so they can focus on their pet's recovery, not financial stress. Trupanion is committed to providing pet owners with the highest value in pet medical insurance with unlimited payouts for the life of their pets. With its patented process, Trupanion is the only North American provider with the technology to pay veterinarians directly in seconds at the time of checkout. Trupanion is listed on NASDAQ under the symbol "TRUP". The company was founded in 2000 and is headquartered in Seattle, WA. Trupanion policies are issued, in the United States, by its wholly-owned insurance entity American Pet Insurance Company and, in Canada, by Omega General Insurance Company. Trupanion Australia is a partnership between Trupanion and Hollard Insurance Company. For more information, please visit trupanion.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to, among other things, expectations, plans, prospects and financial results for Trupanion, including, but not limited to, its expectations regarding its ability to continue to grow its enrollments and revenue, and otherwise execute its business plan. These forward-looking statements are based upon the current expectations and beliefs of Trupanion’s management as of the date of this press release, and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. All forward-looking statements made in this press release are based on information available to Trupanion as of the date hereof, and Trupanion has no obligation to update these forward-looking statements.

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In particular, the following factors, among others, could cause results to differ materially from those expressed or implied by such forward-looking statements: the ability to achieve or maintain profitability and/or appropriate levels of cash flow in future periods; the ability to keep growing our membership base and revenue; the accuracy of assumptions used in determining appropriate member acquisition expenditures; the severity and frequency of claims; the ability to maintain high retention rates; the accuracy of assumptions used in pricing medical plan subscriptions and the ability to accurately estimate the impact of new products or offerings on claims frequency; actual claims expense exceeding estimates; regulatory and other constraints on the ability to institute, or the decision to otherwise delay, pricing modifications in response to changes in actual or estimated claims expense; the effectiveness and statutory or regulatory compliance of our Territory Partner model and of our Territory Partners, veterinarians and other third parties in recommending medical plan subscriptions to potential members; the ability to retain existing Territory Partners and increase the number of Territory Partners and active hospitals; compliance by us and those referring us members with laws and regulations that apply to our business, including the sale of a pet medical plan; the ability to maintain the security of our data; fluctuations in the Canadian currency exchange rate; the ability to protect our proprietary and member information; the ability to maintain our culture and team; the ability to maintain the requisite amount of risk-based capital; our ability to implement and maintain effective controls, including over financial reporting; the ability to protect and enforce Trupanion’s intellectual property rights; the ability to successfully implement our alliance with Aflac; the ability to continue key contractual relationships with third parties; third-party claims including litigation and regulatory actions; the ability to recognize benefits from investments in new solutions and enhancements to Trupanion’s technology platform and website; and our ability to retain key personnel.

For a detailed discussion of these and other cautionary statements, please refer to the risk factors discussed in filings with the Securities and Exchange Commission (SEC), including but not limited to, Trupanion’s Annual Report on Form 10-K for the year ended December 31, 2022 and any subsequently filed reports on Forms 10-Q, 10-K and 8-K. All documents are available through the SEC’s Electronic Data Gathering Analysis and Retrieval system at https://www.sec.gov or the Investor Relations section of Trupanion’s website at https://investors.trupanion.com.

Contacts:

Laura Bainbridge, Vice President, Corporate Communications

Investor.Relations@trupanion.com

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XML

Cover Page Document	Jul. 03, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 03, 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
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
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