Independent
Tenure on this board
4.2 yrs
2 nominees · 5 ballot items.
Election of two Class III directors; ratify Deloitte & Touche LLP as independent auditors; advisory approval of named executive officer compensation (say-on-pay); approve Amended and Restated 2023 Equity Incentive Plan (increase share reserve); approve amendment to Certificate of Incorporation to declassify the Board; and transact other business.
Elect two Class III directors (Glenn Boehnlein and Mira Sahney) to serve three‑year terms until 2029.
Ratify Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.
This management proposal asks shareholders to ratify Deloitte & Touche LLP as Inogen’s independent registered public accounting firm for fiscal year 2026. Management and the Audit Committee selected Deloitte & Touche LLP based on its role auditing the company in 2025 and believe ratification is good corporate governance though not legally required. Ratification is a routine matter and would give a clear shareholder signal of support for the Audit Committee’s choice; if shareholders do not ratify, the Audit Committee will reconsider its appointment. Even if ratified, the Audit Committee retains discretion to change auditors during the year if it deems necessary. The proposal is standard and non-controversial, requiring a majority of votes cast to pass; the board recommends a vote FOR with the stated rationale of oversight continuity and auditor independence.
Non-binding advisory vote to approve the 2025 compensation of named executive officers as disclosed in the proxy statement.
This management-sponsored, non-binding advisory proposal asks shareholders to approve, on an advisory basis, the company’s executive compensation disclosures and pay practices for 2025. Management frames the program as pay-for-performance with a significant portion of compensation at risk and tied to revenue, Adjusted EBITDA, and multi-year performance-based RSUs linked to relative TSR. The Board and Compensation Committee intend to use the advisory vote results to gauge investor sentiment and inform future compensation decisions; this is not binding but may influence future pay design. The company cites steps taken to strengthen alignment (e.g., TSR-based performance awards, clawback policy, no tax gross-ups), and reports prior say-on-pay support levels to contextualize engagement with investors. The Board recommends a FOR vote.
Approve the amended and restated 2023 Equity Incentive Plan to increase the share reserve by 750,000 shares and make other plan clarifications and governance provisions.
The Board seeks shareholder approval to amend and restate the 2023 Equity Incentive Plan to add 750,000 shares to the plan reserve, increasing the total potential share pool to support recruitment, retention, and incentive grants. The Compensation Committee calculated the request by evaluating current share availability, multi-year burn rate (~4.4%), forecasted grant needs, and governance practices, concluding the increase will support expected equity awards through calendar year 2026 but anticipates requesting additional shares in 2027. The plan includes governance restrictions favored by investors—no evergreen increases, prohibition on repricing without shareholder approval, minimum one-year vesting with limited exceptions, prohibition on discounted options, dividend restrictions on unvested awards, limits on non-employee director compensation, and clawback provisions—aimed at mitigating dilution and aligning awards with shareholder interests. The board recommends FOR to maintain competitive compensation capability and link pay to performance.
Approve an amendment to the Thirteenth Amended and Restated Certificate of Incorporation to phase out the classified board (three-class staggered terms) and move to annual elections by 2029.
Management proposes a phased declassification of the Company’s staggered board to annual elections by 2029 in response to stockholder engagement and governance best practices favoring annual director elections for enhanced accountability. The phased approach preserves continuity by allowing current directors to serve out their terms while converting to one‑year terms for new elections beginning in 2027 and completing declassification in 2029; the amendment will also allow removal of directors without cause once fully declassified. The Board argues declassification improves director accountability and aligns governance with investor expectations, while preserving an orderly transition and the Board’s ability to manage vacancies and size. The proposal requires a supermajority (66 2/3% of outstanding voting securities) for approval, reflecting the significance of charter changes; the Board recommends FOR.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARMISTICE CAPITAL, LLC | 4.43% | 1,200,000 | $7M |
| 2 | ACADIAN ASSET MANAGEMENT LLC | 4.00% | 1,083,483 | $7M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.83% | 1,036,705 | $6M |
| 4 | AMERIPRISE FINANCIAL INC | 3.17% | 859,543 | $5M |
| 5 | DAFNA Capital Management LLC | 3.12% | 845,179 | $5M |
| 6 | BlackRock, Inc. | 3.11% | 842,075 | $5M |
| 7 | Point72 Asset Management, L.P.Activist | 2.37% | 642,366 | $4M |
| 8 | BlackRock, Inc. | 2.37% | 641,494 | $4M |
| 9 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.16% | 586,159 | $4M |
| 10 | STATE STREET CORP | 2.12% | 573,204 | $4M |
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