Tandem Diabetes Care, Inc. (NASDAQ:TNDM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Tandem Diabetes Care, Inc. (NASDAQ:TNDM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of CertainOfficers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangements of Certain Officers

On June 12, 2018, the Compensation Committee of the Board of Directors (the “Committee”) of Tandem Diabetes Care, Inc. (the “Company”) approved an increase in the base salary to be received byLeigh A. Vosseller, the Company’s Executive Vice President and Chief Financial Officer, from $ 345,000 to $386,250, effective on June 18, 2018.

Election of Director

On June 14, 2018, Richard P. Valencia, age 56, was elected to the Company’s Board of Directors (the “Board”). Mr. Valencia will serve as a Class III director, with a term that expiresat the Annual Meeting of Stockholders of the Company to be held in 2019 or until his earlier resignation or removal.The Board has affirmatively determined that Mr. Valencia qualifies as an “independent director” under the NASDAQ Listing Rules.

Mr. Valencia has served as President of Qualcomm Life, Inc., a subsidiary of Qualcomm Incorporated, since its formation in December 2011. Qualcomm Life focuses on commercial healthcare activities and offers products and services to enable wireless connectivity of medical devices and healthcare networks.As President of Qualcomm Life, Mr. Valencia has also overseen Qualcomm’s healthcare venture funds, dRx Capital and Qualcomm Life Fund. Prior to joining Qualcomm Life, Mr. Valencia served as Vice President and General Manager of Qualcomm Wireless Health beginning in October 2010.Earlier in his career, Mr. Valencia founded ProfitLine, Inc., a telecommunications expense management service provider, and served as Chief Executive Officer from 1992 until the sale of the company in 2009. Mr. Valencia received a Bachelor of Science in Finance from California State University, Northridge.

No Arrangements or Understandings

There is no arrangement or understanding to which Mr.Valencia was elected to the Board.

No Related Party Transactions

Except as described or referenced herein, Mr. Valencia has not entered into any transactions (i)with the Company, (ii)with any of the Company’s directors, nominees for election as a director, or executive officers, (iii)with any security holder who is known to the Company to own of record or beneficially more than five percent (5.0%) of any class of the Company’s voting securities, or (iv)with any member of the immediate family of any of the foregoing persons, in amounts greater than $120,000, nor are any such transactions contemplated.

Compensatory Arrangements

Mr.Valenciawill be eligible to participate in the director compensation plans and arrangements available to the Company’s other independent directors. Accordingly, upon his appointment, Mr.Valenciawas granted an option to purchase 50,000 shares of the Company’s common stock (“Common Stock”) under the Company’s 2013 Stock Incentive Plan (the “2013 Plan”) with an exercise price equal to the closing price of the Common Stock on the grant date. The option will vest in equal monthly installments over a period of 36 months following the grant date, subject to Mr. Valencia’s continued service with the Company.

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

The Company’s Annual Meeting of Stockholders was held on June 14, 2018 (the “Annual Meeting”). There were 50,056,360 shares of Common Stock outstanding on April 19, 2018, the record date for the Annual Meeting. At the Annual Meeting, 42,668,506 shares of Common Stock were present in person or represented by proxy. The following sets forth the final results of the voting for the matters voted upon at the Annual Meeting. These matters are described in more detail in the Company’s definitive proxy statement, filed with the SEC on April 26, 2018 and as further supplemented in later filings.

Proposal 1:Election of two members of the Board. The shareholders elected two Class II directors to hold office until the 2021 Annual Meeting of Stockholders, or until their successors are duly elected and qualified, by the following votes:

Name of Director Elected

For

Withheld

Broker Non-Votes

Dick P. Allen

27,695,325

218,585

14,754,596

Edward L. Cahill

27,801,149

112,761

14,754,596

Proposal 2:Ratification of the appointment of Ernst & Young LLP to serve as the independent registered public accountant for the 2018 fiscal year. The proposal was approved, by the following vote:

For

Against

Abstain

Broker Non-Votes

42,279,133

279,579

109,794

Proposal 3:Amendment to the Company’s Amended and Restated Certificate of Incorporation, to increase the total number of authorized shares of Common Stock, par value $0.001 per share, by 100,000,000 shares, or from 100,000,000 shares to 200,000,000 shares. The proposal was approved, by the following vote:

For

Against

Abstain

Broker Non-Votes

35,288,405

6,987,886

392,215

Proposal 4:Amendments to the 2013 Plan, to, among other things: (i) increase the number of shares of Common Stock reserved under the 2013 Plan by 5,500,000 shares, (ii) remove the evergreen provisions, and (iii) increase the number of options that are awarded automatically to non-employee directors to the Company’s director compensation program. The proposal was approved, by the following vote:

For

Against

Abstain

Broker Non-Votes

26,802,879

985,874

125,157

14,754,596

Proposal 5:Amendments to the Company’s 2013 Employee Stock Purchase Plan (the “ESPP”), to, among other things: (i) increase the number of shares of Common Stock reserved under the ESPP by 2,000,000 shares and (ii) remove the evergreen provisions. The proposal was approved, by the following vote:

For

Against

Abstain

Broker Non-Votes

24,807,418

3,017,771

88,721

14,754,596


About Tandem Diabetes Care, Inc. (NASDAQ:TNDM)

Tandem Diabetes Care, Inc. is a medical device company. The Company is engaged in designing, developing and commercializing products for people with insulin-dependent diabetes. The Company manufactures and sells three insulin pump products, which include t:slim Insulin Delivery System (t:slim), t:flex Insulin Delivery System (t:flex) and t:slim G4 Insulin Delivery System (t:slim G4). Its technology platform features Micro-Delivery Technology, a miniaturized pumping mechanism, which draws insulin from a flexible bag within the pump’s cartridge rather than relying on a syringe and plunger mechanism. It also features a software, which is a vivid color touch screen and a micro- universal serial bus (USB) connection that supports both a rechargeable battery and uploads to t:connect Diabetes Management Application (t:connect), its custom cloud-based data management application that provides display therapy management data from the pump and supported blood glucose meters.