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  4. [8-K] Inspire Medical Systems, Inc. Reports Material Event

Investors back new equity plan and board changes at Inspire Medical (NYSE: INSP)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Inspire Medical Systems, Inc. reported results from its 2026 annual stockholder meeting and related governance and compensation changes. Stockholders approved an amended and restated 2018 Incentive Award Plan authorizing 9,903,857 common shares for awards, including 2,600,000 additional shares, and added one-year minimum vesting, tighter dividend rules on unvested awards, and extended the plan through March 6, 2036.

Investors also approved an amendment to the certificate of incorporation to phase out the classified board structure and move to annual director elections beginning with the 2029 annual meeting. All proposals on the ballot, including director elections, auditor ratification, executive pay on an advisory basis, and a potential adjournment authority, received sufficient support. Approximately 25,287,595 shares, about 88% of outstanding common stock, were represented at the meeting.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Incentive plan share authorization 9,903,857 shares Total common shares authorized for awards under A&R 2018 Plan
New shares added to plan 2,600,000 shares Incremental increase over previously authorized 7,303,857 shares
Plan term Through March 6, 2036 Expiration of A&R 2018 Incentive Award Plan
Shares represented at meeting 25,287,595 shares Approximately 88% of common stock outstanding as of March 2, 2026
Auditor ratification votes for 25,089,422 votes Ernst & Young LLP ratified for year ending December 31, 2026
Declassification proposal support 23,121,710 votes for Amendment to phase out classified board structure
Say-on-pay votes for 22,508,636 votes Advisory approval of named executive officer compensation
Adjournment authority votes for 21,795,417 votes Approval to adjourn meeting if needed for Proposals 5 and 6
classified board structure regulatory
"to phase out the classified board structure and provide for the annual election"
Incentive Award Plan financial
"Inspire Medical Systems, Inc. 2018 Incentive Award Plan (the “2018 Plan”)"
An incentive award plan is a formal program that rewards employees, executives, or directors with cash, stock, options, or other pay when the company meets set goals or performance targets. Like a sales commission or a loyalty program that pays out when you hit milestones, it’s designed to align staff behavior with company objectives; investors care because it affects a company’s costs, share count (dilution), leadership incentives, and long-term value creation.
broker non-votes regulatory
"The number of votes cast for and withheld from each nominee and the number of broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory (non-binding) basis regulatory
"approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
0001609550False12/3100016095502025-04-302026-04-3000016095502026-04-302026-04-30


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 30, 2026
_________________________
INSPIRE MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
_________________________
Delaware001-3846826-1377674
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
5500 Wayzata Blvd., Suite 1600
Golden Valley, Minnesota 55416
(Address of principal executive offices) (Zip Code)

(844) 672-4357
(Registrant’s telephone number, including area code)

N/A
(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:

☐    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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareINSPNew York Stock Exchange

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.
As reported below under Item 5.07 of this Current Report on Form 8-K (this “Current Report”), on April 30, 2026, Inspire Medical Systems, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders approved an amendment and restatement of the Inspire Medical Systems, Inc. 2018 Incentive Award Plan (such amended and restated plan, the “A&R 2018 Plan”). The approval of the A&R 2018 Plan by stockholders (i) authorized the issuance of 9,903,857 shares of the Company’s common stock for awards under the A&R 2018 Plan, which includes 7,303,857 shares previously authorized for issuance under the Inspire Medical Systems, Inc. 2018 Incentive Award Plan (the “2018 Plan”), plus an increase of 2,600,000 shares, (ii) removed the evergreen feature from the 2018 Plan, which provided for an annual increase in the share reserve; (iii) included minimum vesting requirements of at least one year on all awards granted under the 2018 Plan, with limited exceptions; (iv) prohibits the payment of dividends or dividend equivalents in respect of unvested time-based awards until the award vests, in addition to the 2018 Plan’s existing prohibition on paying dividend equivalents in respect of unvested performance-based awards; and (v) and extended the term of the A&R 2018 Plan through March 6, 2036, the tenth anniversary of the approval of the A&R 2018 Plan by the Board of Directors of the Company (the “Board”).
The terms and conditions of the A&R 2018 Plan are described in the section entitled “Proposal No. 6 - Approval of an Amendment and Restatement of the Inspire Medical Systems, Inc. 2018 Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on March 20, 2026 (the “Definitive Proxy Statement”). The foregoing description of the A&R 2018 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the A&R 2018 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As reported below under Item 5.07 of this Current Report, on April 30, 2026, at the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Seventh Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to phase out the classified board structure and provide for the annual election of all directors beginning with the Company’s 2029 annual meeting of stockholders (the “Declassification Amendment”). The terms of the Declassification Amendment are described in the section entitled “Proposal No. 5 –Amendment to Certificate of Incorporation to Phase Out Classified Board Structure” in the Definitive Proxy Statement.
On May 1, 2026, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, which became effective upon filing.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2026 and is incorporated herein by reference.
Item 5.07.    Submission of Matters to a Vote of Security Holders.
On April 30, 2026, the Company held its annual meeting of stockholders. A total of 25,287,595 shares of the Company’s common stock were represented in person or by proxy at the meeting, representing approximately 88% of the Company’s common stock outstanding as of the March 2, 2026 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement.
Proposal 1 — Election of Directors
2

The following director nominees were elected as Class II directors to hold office until the Company’s annual meeting of stockholders to be held in 2029 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 FORVotes WITHHELDBroker Non-Votes
Gary L. Ellis17,268,3985,883,3442,135,853
Georgia Melenikiotou22,693,412458,3302,135,853
Dana G. Mead, Jr.21,950,7701,200,9722,135,853
Proposal 2 — Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2026
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by voting as follows:
Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
25,089,422170,68227,491—
Proposal 3 — Approval, on an Advisory (Non-Binding) Basis, of the Compensation of the Company's Named Executive Officers
The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers by voting as follows:
Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
22,508,636595,86747,2392,135,853
Proposal 4 — Approval, on an Advisory (Non-Binding) Basis, of the Frequency of Future Advisory Votes on the Compensation of the Company's Named Executive Officers
The Company’s stockholders voted as follows on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers:
1 YEAR2 YEARS3 YEARSVotes ABSTAINEDBroker Non-Votes
22,908,6405,367222,67315,0622,135,853
Proposal 5 — Approval of an Amendment to the Company’s Certificate of Incorporation to Phase Out the Classified Board Structure and Provide for the Annual Election of All Directors Beginning with the Company’s 2029 Annual Meeting of Stockholders
The Company’s stockholders approved the amendment to the Company’s Certificate of Incorporation to phase out the classified board structure and provide for the annual election of all directors beginning with the Company’s 2029 annual meeting of stockholders:
Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
23,121,71011,10318,9292,135,853
Proposal 6 — Approval of an Amendment and Restatement of the Inspire Medical Systems, Inc. 2018 Incentive Award Plan
3

The Company’s stockholders approved the amendment and restatement of the Inspire Medical Systems, Inc. 2018 Incentive Award Plan:
Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
14,330,5368,796,68624,5202,135,853
Proposal 7 — Approval of an Adjournment of the Annual Meeting, if necessary, to Solicit Additional Proxies if there are Not Sufficient Votes at the Time of the Annual Meeting to Approve Proposal No. 5 and/or Proposal No. 6
The Company’s stockholders approved the adjournment of the Annual Meeting, if necessary to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal No. 5 and/or Proposal No. 6:
Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
21,795,4171,281,05475,2712,135,853
Although Proposal 7 was approved, an adjournment of the Annual Meeting was not necessary because the Company’s stockholders approved Proposals 5 and 6.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
3.1
Certificate of Amendment of the Seventh Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38468) for the quarter ended March 31, 2026, filed on May 4, 2026).
10.1
Inspire Medical Systems, Inc. Amended and Restated 2018 Incentive Award Plan.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

4

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.

INSPIRE MEDICAL SYSTEMS, INC.
Date:May 5, 2026By:/s/ Bryan K. Phillips
Bryan K. Phillips
Sr. Vice President, General Counsel and Secretary

5

Source: View Original Filing on SEC EDGAR

FAQ

What did Inspire Medical Systems (INSP) stockholders approve at the 2026 annual meeting?

Stockholders approved all proposals, including electing Class II directors, ratifying Ernst & Young LLP as auditor, an advisory say-on-pay vote, declassifying the board starting 2029, and amending and restating the 2018 Incentive Award Plan with expanded share authorization and updated terms.

How did Inspire Medical Systems (INSP) change its 2018 Incentive Award Plan?

The amended and restated 2018 Incentive Award Plan authorizes 9,903,857 common shares for awards, including 2,600,000 additional shares, removes the evergreen feature, adds minimum one-year vesting (with limited exceptions), restricts dividends on unvested awards, and extends the plan term through March 6, 2036.

What corporate governance change did Inspire Medical Systems (INSP) adopt regarding its board?

Stockholders approved an amendment to the certificate of incorporation to phase out the classified board structure. Beginning with the 2029 annual meeting, all directors will be elected annually, replacing staggered multi-year terms as existing director classes cycle through their current terms.

How many Inspire Medical Systems (INSP) shares were represented at the 2026 annual meeting?

A total of 25,287,595 common shares were represented in person or by proxy, about 88% of shares outstanding as of the March 2, 2026 record date, indicating high stockholder participation in voting on directors, governance changes, compensation matters, and the incentive plan amendment.

What were the vote results on Inspire Medical Systems (INSP) declassification proposal?

The proposal to amend the certificate of incorporation to phase out the classified board received 23,121,710 votes for, 11,103 votes against, 18,929 abstentions, and 2,135,853 broker non-votes, reflecting strong stockholder support for moving to annual election of all directors starting with the 2029 annual meeting.

Did Inspire Medical Systems (INSP) stockholders approve the amended 2018 Incentive Award Plan?

Yes. The plan amendment and restatement received 14,330,536 votes for, 8,796,686 votes against, 24,520 abstentions, and 2,135,853 broker non-votes. This approval expanded the share pool, added minimum vesting, tightened dividend treatment on unvested awards, and extended the plan’s term to 2036.

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