Tandem Diabetes Care Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   To elect nine directors to serve for a one-year term expiring at the 2027 annual meeting of stockholders.

2. 2

   Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.

   More detail

   The proposal asks shareholders to cast a non-binding advisory vote approving the compensation of named executive officers as detailed in the CD&A and compensation tables. Management seeks this vote to solicit shareholder feedback and demonstrate alignment of executive pay with company performance and governance principles. The board emphasizes pay-for-performance features—short-term cash incentives tied to financial and product milestones and long-term equity awards including PSUs tied to Adjusted EBITDA margin and TSR—designed to align executive interests with long-term shareholder value. The board recommends a FOR vote, noting that the vote is advisory but that it will consider results and stockholder feedback in future compensation decisions. The context includes prior strong shareholder support in 2025 (97.14% approval) and recent changes to compensation governance (e.g., increased PSU weighting, clawback policy, no repricing without shareholder approval).

3. 3

   2023 Long-Term Incentive Plan, as amended

   ManagementBoard: FOR

   To approve amendments to the Company’s 2023 Long-Term Incentive Plan to increase the number of shares authorized for issuance under the plan by 3,260,000 shares.

   More detail

   Management seeks shareholder approval to increase the share reserve under the 2023 Long-Term Incentive Plan by 3,260,000 shares to support ongoing equity-based compensation for employees, officers and non-employee directors. The board justifies the increase by referencing retention and recruitment needs, historical share usage and burn rate analysis, consultant (WTW) benchmarking, and plan governance features (minimum 12-month vesting, no evergreen, prohibitions on liberal recycling, no repricing without shareholder approval, director limits, clawback). The proposal is material because it dilutes existing shareholders modestly but enables ongoing incentive alignment; management frames the request as consistent with market practice and necessary to sustain the company’s pay-for-performance compensation strategy. The board recommends a FOR vote and notes the plan contains safeguards intended to protect shareholders while allowing flexibility in compensation.”},{

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When is the Tandem Diabetes Care Inc 2026 annual meeting?

Tandem Diabetes Care Inc (TNDM) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Tandem Diabetes Care Inc 2026 meeting?

The record date for the Tandem Diabetes Care Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Tandem Diabetes Care Inc's 2026 meeting?

The board is presenting 9 director nominees at the Tandem Diabetes Care Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Tandem Diabetes Care Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Tandem Diabetes Care Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.