UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under 240.14a-12 |
Tandem Diabetes Care, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Why approval is recommended. Historical option pool was depleted for option grants with 2-year vesting period to retain employees during challenging times. The overwhelming majority of options granted under the existing share reserve under the plan will be vested as of June 2020. New option pool will align recipients with stockholders to build long-term shareholder value grants. New option grants with 4-year vesting period will attract new talent and retain key personnel. Extraordinary increase in stockholder value since 2017 due to transformative financial and operating performance. Our executive compensation program, balances a strong pay-for-performance philosophy together with an appropriate focus on retaining and recruiting key talent. Former President and CEO, Kim Blickenstaff, voluntarily accepted a 2018 base salary of $1 and earned a cash bonus, only upon our achievement of significant financial objectives. As Executive Chairman, continues to play a significant role in the development of our long-term strategy and is a highly visible company representative with the investment community. Your vote is very important! We encourage you to submit your proxy or voting instructions as soon as possible.
Tandem Diabetes Care’s original Annual Meeting was adjourned and will reconvene on June 18, 2019 at 2:00p.m. The original meeting was adjourned and rescheduled because more than a third of shares outstanding as of March 28, 2019 had not yet voted on several proposals. Election of Directors: The election of three Class III directors to serve a three-year term. Ratification of the Appointment of Independent Registered Public Accounting Firm: Ernst & Young LLP as our independent public accounting firm for the year ending December 31, 2019. Approval of Amendments to our 2013 Plan: To approve amendments to our Amended and Restated 2013 Stock Incentive Plan, by 5,000,000 shares, from 6,726,135 shares to 11,726,135 shares, and change the methodology for determining the equity awards granted to our non-employee directors pursuant to our director compensation program. Advisory Approval of the Compensation of our Named Executive Officers: to approve on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement. Advisory Approval of the Frequency of Future Stockholder Advisory Votes to Approve the Compensation of our Named Executive
Why approval is recommended. Historical option pool was depleted for option grants with 2-year vesting period to retain employees during challenging times. The overwhelming majority of options granted under the existing share reserve under the plan will be vested as of June 2020. New option pool will align recipients with stockholders to build long-term shareholder value grants. New option grants with 4-year vesting period will attract new talent and retain key personnel. Extraordinary increase in stockholder value since 2017 due to transformative financial and operating performance. Our executive compensation program, balances a strong pay-for-performance philosophy together with an appropriate focus on retaining and recruiting key talent. Former President and CEO, Kim Blickenstaff, voluntarily accepted a 2018 base salary of $1 and earned a cash bonus, only upon our achievement of significant financial objectives. As Executive Chairman, continues to play a significant role in the development of our long-term strategy and is a highly visible company representative with the investment community. Your vote is very important! We encourage you to submit your proxy or voting instructions as soon as possible.
Tandem Diabetes Care’s original Annual Meeting was adjourned and will reconvene on June 18, 2019 at 2:00p.m. The original meeting was adjourned and rescheduled because more than a third of shares outstanding as of March 28, 2019 had not yet voted on several proposals. Election of Directors: The election of three Class III directors to serve a three-year term. Ratification of the Appointment of Independent Registered Public Accounting Firm: Ernst & Young LLP as our independent public accounting firm for the year ending December 31, 2019. Approval of Amendments to our 2013 Plan: To approve amendments to our Amended and Restated 2013 Stock Incentive Plan, by 5,000,000 shares, from 6,726,135 shares to 11,726,135 shares, and change the methodology for determining the equity awards granted to our non-employee directors pursuant to our director compensation program. Advisory Approval of the Compensation of our Named Executive Officers: to approve on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement. Advisory Approval of the Frequency of Future Stockholder Advisory Votes to Approve the Compensation of our Named Executive
Why approval is recommended. Historical option pool was depleted for option grants with 2-year vesting period to retain employees during challenging times. The overwhelming majority of options granted under the existing share reserve under the plan will be vested as of June 2020. New option pool will align recipients with stockholders to build long-term shareholder value grants. New option grants with 4-year vesting period will attract new talent and retain key personnel. Extraordinary increase in stockholder value since 2017 due to transformative financial and operating performance. Our executive compensation program, balances a strong pay-for-performance philosophy together with an appropriate focus on retaining and recruiting key talent. Former President and CEO, Kim Blickenstaff, voluntarily accepted a 2018 base salary of $1 and earned a cash bonus, only upon our achievement of significant financial objectives. As Executive Chairman, continues to play a significant role in the development of our long-term strategy and is a highly visible company representative with the investment community. Your vote is very important! We encourage you to submit your proxy or voting instructions as soon as possible.
Tandem Diabetes Care’s original Annual Meeting was adjourned and will reconvene on June 18, 2019 at 2:00p.m. The original meeting was adjourned and rescheduled because more than a third of shares outstanding as of March 28, 2019 had not yet voted on several proposals. Election of Directors: The election of three Class III directors to serve a three-year term. Ratification of the Appointment of Independent Registered Public Accounting Firm: Ernst & Young LLP as our independent public accounting firm for the year ending December 31, 2019. Approval of Amendments to our 2013 Plan: To approve amendments to our Amended and Restated 2013 Stock Incentive Plan, by 5,000,000 shares, from 6,726,135 shares to 11,726,135 shares, and change the methodology for determining the equity awards granted to our non-employee directors pursuant to our director compensation program. Advisory Approval of the Compensation of our Named Executive Officers: to approve on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement. Advisory Approval of the Frequency of Future Stockholder Advisory Votes to Approve the Compensation of our Named Executive