ResMed shareholders back plan share increases and elect 11 directors

Rhea-AI Filing Summary

ResMed Inc. reported the results of its 2025 annual meeting of stockholders. Director Richard Sulpizio did not seek re-election, and his term ended at the close of the meeting. The board then reduced its size from twelve to eleven members, with stockholders electing eleven directors to serve until the 2026 annual meeting.

Stockholders approved several key proposals. They ratified the selection of KPMG LLP as independent registered public accounting firm for the fiscal year ending June 30, 2026 and approved, on an advisory basis, the compensation of the company’s named executive officers. They also approved an amendment and restatement of the 2009 Incentive Award Plan, increasing the shares reserved for issuance by 2,400,000, eliminating the plan’s fixed term, and authorizing incentive stock options. In addition, they approved an amendment and restatement of the 2018 Employee Stock Purchase Plan, increasing its share reserve by 3,000,000, removing its fixed term, and providing for tax-qualified purchase rights under Section 423 of the Internal Revenue Code.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

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 5.07 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.

Understanding 8-K Material Events →

RESMED INC US false 0000943819 0000943819 2025-11-19 2025-11-19

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

November 19, 2025

Date of Report (Date of earliest event reported)

ResMed Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-15317		98-0152841
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

9001 Spectrum Center Boulevard

San Diego, California 92123

(Address of Principal Executive Offices) (Zip Code)

(858) 836-5000

(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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.004 par value		RMD		NYSE

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.

Richard Sulpizio did not seek re-election at the Annual Meeting (as defined below); his term expired on November 19, 2025 at the conclusion of the Annual Meeting, creating a vacancy on our board of directors. On November 19, 2025, our board of directors approved reducing the number of directors serving on our board from twelve (12) to eleven (11).

ResMed Inc. 2009 Incentive Award Plan

On November 19, 2025, at the 2025 annual meeting of stockholders of ResMed Inc. (the “Annual Meeting”), our stockholders approved an amendment and restatement (the “2009 Plan Amendment”) of the ResMed Inc. 2009 Incentive Award Plan, as Amended and Restated (the “2009 Plan”) and as noted in Item 5.07 below. The 2009 Plan Amendment (i) increases the number of shares of common stock reserved for issuance under the 2009 Plan by 2,400,000 shares, (ii) eliminates the fixed term of the 2009 Plan, and (iii) authorizes the grant of incentive stock options under the 2009 Plan. On August 15, 2025, based on the recommendation of the compensation and leadership committee (the “CLDC”), our board adopted the 2009 Plan Amendment, subject to stockholder approval. The 2009 Plan Amendment became effective upon stockholder approval at the Annual Meeting. A detailed summary of the 2009 Plan Amendment is set forth in our Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on October 2, 2025 (the “Proxy Statement”) under the caption “Proposal 4 Approval of the Amendment and Restatement of the ResMed Inc. 2009 Incentive Award Plan, Including Increase of Reserved Shares and Elimination of Fixed Term,” which summary is incorporated herein by reference. Such summary and the foregoing description of the 2009 Plan Amendment are qualified in their entirety by reference to the full text of the 2009 Plan Amendment, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

ResMed Inc. 2018 Employee Stock Purchase Plan

At the Annual Meeting, our stockholders also approved an amendment and restatement of the ResMed Inc. 2018 Employee Stock Purchase Plan (the “ESPP Amendment”). The ESPP Amendment (i) increases the number of shares of our common stock that may be issued or transferred by awards under the ESPP Amendment by 3,000,000 shares, (ii) eliminates the fixed term of the ESPP Amendment; and (iii) provides for the grant of options (or rights) to purchase shares of our common stock that are intended to be tax qualified under Section 423 of the Code. On August 15, 2025, based on the recommendation of the CLDC, our board adopted the ESPP Amendment, subject to stockholder approval. The ESPP Amendment became effective upon stockholder approval at the Annual Meeting.

A detailed summary of the ESPP Amendment is set forth in the Proxy Statement under the caption “Proposal 5 Approval of the Amendment and Restatement of the ResMed Inc. 2018 Employee Stock Purchase Plan, Including Increase of Reserved Shares and Elimination of Fixed Term,” which summary is incorporated herein by reference. Such summary and the foregoing description of the ESPP Amendment are qualified in their entirety by reference to the full text of the ESPP Amendment, which is filed hereto as Exhibit 10.2 and incorporated herein by reference.

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

On November 19, 2025, at the Annual Meeting, our stockholders (1) elected the eleven nominees listed below to serve on our board of directors; (2) ratified the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2026; (3) approved, on an advisory basis, the compensation of our named executive officers (“say-on-pay”); (4) approved the 2009 Plan Amendment; and (5) approved the ESPP Amendment.

		For				Against				Abstain				Broker Non-Votes
Item of business 1: Elect the following eleven directors, each to serve until our 2026 annual meeting and until their successors are elected and qualified:
Carol Burt			98,942,083				10,615,305				119,685				4,752,219
Jan De Witte			108,689,704				852,841				134,528				4,752,219
Christopher DelOrefice			107,639,634				1,901,580				135,859				4,752,219
Karen Drexler			105,376,639				4,156,115				144,319				4,752,219
Michael Farrell			103,568,951				5,608,816				499,306				4,752,219
Peter Farrell			107,881,784				1,482,898				312,391				4,752,219
Harjit Gill			108,539,891				1,001,072				136,110				4,752,219
John Hernandez			108,694,559				843,100				139,414				4,752,219
Nicole Mowad-Nassar			109,403,870				135,377				137,826				4,752,219
Desney Tan			107,409,134				2,119,305				148,634				4,752,219
Ronald Taylor			103,178,181				6,360,604				138,288				4,752,219
		For				Against				Abstain				Broker Non-Votes
Item of business 2: Ratify our selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2026.			103,397,962				10,908,581				122,749
		For				Against				Abstain				Broker Non-Votes
Item of business 3: Approve, on an advisory basis, the compensation of our named executive officers, as disclosed in our proxy statement (“say-on-pay”).			98,435,762				11,004,916				236,395				4,752,219
		For				Against				Abstain				Broker Non-Votes
Item of business 4: Approve the amendment and restatement of the ResMed Inc. 2009 Incentive Award Plan			104,708,816				4,739,662				228,595				4,752,219
		For				Against				Abstain				Broker Non-Votes
Item of business 5: Approve the amendment and restatement of the ResMed Inc. 2018 Employee Stock Purchase Plan			109,320,625				246,682				109,766				4,752,219

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibits:		Description of Document
10.1		The ResMed Inc. 2009 Incentive Award Plan, as amended and restated (incorporated by reference to Appendix A of ResMed Inc.’s Definitive Proxy Statement filed October 2, 2025).
10.2		The ResMed Inc. 2018 Employee Stock Purchase Plan, as amended and restated (incorporated by reference to Appendix B of ResMed Inc.’s Definitive Proxy Statement filed on October 2, 2025).
104		Cover Page Interactive Data File (embedded within the Inline XBRL, document).

SIGNATURES

We have authorized the person whose signature appears below to sign this report on our behalf, in accordance with the Securities Exchange Act of 1934.

				RESMED INC.
Date: November 20, 2025				By:		/s/ Michael Rider
						Michael Rider
						Chief Legal Officer, Global General Counsel and Secretary

FAQ

What did ResMed Inc. (RMD) announce in this Form 8-K?

ResMed Inc. reported the results of its 2025 annual meeting of stockholders, including director elections, ratification of its auditor, approval of executive compensation on an advisory basis, and stockholder approval of amendments to its 2009 Incentive Award Plan and 2018 Employee Stock Purchase Plan.

How did the ResMed (RMD) board composition change at the 2025 annual meeting?

Richard Sulpizio did not seek re-election and his term expired at the conclusion of the 2025 annual meeting, creating a vacancy. On the same date, the board of ResMed Inc. reduced its size from twelve to eleven directors, and stockholders elected eleven nominees to serve until the 2026 annual meeting and until their successors are elected and qualified.

What changes were approved to the ResMed 2009 Incentive Award Plan?

Stockholders approved an amendment and restatement of the ResMed Inc. 2009 Incentive Award Plan that increases the number of shares of common stock reserved for issuance under the plan by 2,400,000 shares, eliminates the plan’s fixed term, and authorizes the grant of incentive stock options. The board had adopted this amendment on August 15, 2025, subject to stockholder approval, and it became effective upon that approval at the annual meeting.

What did ResMed change in the 2018 Employee Stock Purchase Plan (ESPP)?

At the annual meeting, stockholders approved an amendment and restatement of the ResMed Inc. 2018 Employee Stock Purchase Plan that increases the number of shares of common stock available for awards by 3,000,000 shares, eliminates the fixed term of the plan, and provides for options or rights intended to be tax qualified under Section 423 of the Internal Revenue Code. The board had adopted this ESPP amendment on August 15, 2025, subject to stockholder approval.

Which auditor did ResMed (RMD) stockholders ratify for fiscal year 2026?

ResMed Inc. stockholders ratified the selection of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending June 30, 2026. The voting results showed more votes cast for ratification than against, with additional abstentions disclosed in the detailed vote table.

Was ResMed Inc.’s executive compensation (“say-on-pay”) approved by stockholders?

Yes. Stockholders approved, on an advisory basis, the compensation of ResMed Inc.’s named executive officers, often referred to as “say-on-pay.” The voting table reports the number of votes for, against, and abstaining, along with broker non-votes, with votes in favor exceeding votes against.

Did ResMed Inc. (RMD) provide voting details for each proposal?

Yes. ResMed Inc. disclosed detailed vote counts for each item of business, including director elections, ratification of KPMG LLP, the advisory vote on named executive officer compensation, and approvals of the 2009 Incentive Award Plan amendment and the 2018 Employee Stock Purchase Plan amendment, along with broker non-votes for applicable items.