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  4. [8-K] TRUPANION, INC. Reports Material Event

Trupanion (NASDAQ: TRUP) investors back board slate, auditor and 2025 pay

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

Rhea-AI Filing Summary

Trupanion, Inc. reported the results of its 2026 Annual Meeting of stockholders. Shareholders elected nine directors to serve until the 2027 annual meeting, with each nominee receiving over 30.4 million votes in favor and relatively small withheld amounts.

Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 34,886,804 votes for, 53,345 against and 21,092 abstentions. In an advisory, non-binding vote, shareholders approved 2025 compensation for the company’s named executive officers, with 30,437,067 votes for, 531,314 against and 24,126 abstentions.

Positive

  • None.

Negative

  • None.
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.
Jackie Davidson votes for 30,933,209 shares Election as director at 2026 Annual Meeting
Margi Tooth votes for 30,922,912 shares Election as director at 2026 Annual Meeting
Auditor ratification for votes 34,886,804 shares Ratification of Ernst & Young LLP for fiscal 2026
Auditor ratification against votes 53,345 shares Ratification of Ernst & Young LLP for fiscal 2026
Say-on-pay for votes 30,437,067 shares Advisory vote on 2025 executive compensation
Say-on-pay against votes 531,314 shares Advisory vote on 2025 executive compensation
broker non-votes financial
"Proposal 1: Election of Directors | For | Against | Withheld | 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.
independent registered public accounting firm financial
"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory and non-binding vote financial
"Advisory and non-binding vote to approve the compensation for the Company's named executive officers in 2025"
named executive officers financial
"approved the advisory vote on compensation for the Company’s named executive officers for fiscal year ended December 31, 2025"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
emerging growth company regulatory
"Rule 12b-2 of the Securities Exchange Act of 1934. 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.
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Understanding 8-K Material Events →
false000137128500013712852026-06-152026-06-15

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): June 10, 2026
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 classTrading SymbolName of each exchange on which registered
Common stock, $0.00001 par value per shareTRUPThe 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 5.07 Submission of Matters to a Vote of Security Holders.

On June 10, 2026, Trupanion, Inc. (the “Company”) held its 2026 Annual Meeting, at which the Company’s stockholders (i) elected the nine directors identified in the table below to the Board to serve until the Company’s annual meeting of stockholders in 2027 or until their successors are duly elected and qualified, (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and (iii) approved the advisory vote on compensation for the Company’s named executive officers for fiscal year ended December 31, 2025. Set forth below are the final voting tallies for the Annual Meeting:

Proposal 1: Election of Directors
For
Against
Withheld
Broker Non-Votes
Jacqueline “Jackie” Davidson
30,933,209059,2983,968,734
Paulette Dodson
30,647,4180345,0893,968,734
Richard Enthoven
30,855,0540137,4533,968,734
Murray Low
30,476,0370516,4703,968,734
Elizabeth “Betsy” McLaughlin
30,813,0330179,4743,968,734
Brad Powell30,872,2410120,2663,968,734
Darryl Rawlings
30,737,4770255,0303,968,734
Howard Rubin
30,453,8600538,6473,968,734
Margaret “Margi” Tooth
30,922,912069,5953,968,734
Proposal 2: Auditor Ratification
For
Against
Abstain
Broker Non-Votes
Ratification of the selection of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026
34,886,80453,34521,092
n/a
Proposal 3: Advisory and Non-Binding “Say on Pay” Vote
For
Against
Abstain
Broker Non-Votes
Advisory and non-binding vote to approve the compensation for the Company's named executive officers in 2025
30,437,067531,31424,1263,968,734










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/ Fawwad Qureshi
Name: Fawwad Qureshi
Title: Chief Financial Officer
Date: June 15, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Trupanion (TRUP) shareholders decide at the 2026 Annual Meeting?

Shareholders elected nine directors, ratified Ernst & Young LLP as auditor for 2026, and approved the advisory 2025 executive compensation vote, with each proposal receiving strong support based on the reported share counts cast in favor.

Were Trupanion (TRUP) board nominees elected at the 2026 Annual Meeting?

Yes. All nine Trupanion director nominees were elected to serve until the 2027 annual meeting, each receiving more than 30.4 million votes for and comparatively small numbers of withheld votes, along with 3,968,734 broker non-votes reported for each nominee.

Did Trupanion (TRUP) shareholders ratify Ernst & Young as auditor for 2026?

Yes. Shareholders ratified Ernst & Young LLP as Trupanion’s independent registered public accounting firm for the year ending December 31, 2026, with 34,886,804 votes for, 53,345 against and 21,092 abstentions, and no broker non-votes reported for this proposal.

How did Trupanion (TRUP) shareholders vote on 2025 executive compensation?

In an advisory, non-binding say-on-pay vote, shareholders approved compensation for Trupanion’s named executive officers for 2025, with 30,437,067 votes for, 531,314 votes against, 24,126 abstentions and 3,968,734 broker non-votes recorded on this proposal.

How many broker non-votes occurred in Trupanion (TRUP) director elections?

Each of the nine director elections recorded 3,968,734 broker non-votes. Broker non-votes arise when brokers hold shares for clients but are not instructed how to vote on non-routine matters, so those shares are not counted as for, against, or withheld.

Filing Exhibits & Attachments

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