Inspire Medical Systems Inc
For the period ended May 2, 2024. Filed Mar 19, 2024.
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May 2, 2024 · Filed Mar 19, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ |
|---|
| Check the appropriate box: | |||
|---|---|---|---|
| ☐ | | | Preliminary Proxy Statement |
| ☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | | | Definitive Proxy Statement |
| ☐ | | | Definitive Additional Materials |
| ☐ | | | Soliciting Material Pursuant to § 240.14a-12 |
Inspire Medical Systems, 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): | |||
|---|---|---|---|
| ☒ | | | No fee required. |
| ☐ | | | Fee paid previously with preliminary materials. |
| ☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| | | | | INSPIRE MEDICAL SYSTEMS, INC. 5500 WAYZATA BLVD., SUITE 1600 GOLDEN VALLEY, MN 55416 |
| | | | | March 19, 2024 |
| | | | | Dear Fellow Stockholders: |
| | | | | On behalf of the Board of Directors, I cordially invite you to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of Inspire Medical Systems, Inc., which will be held on Thursday, May 2, 2024, beginning at 8:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. |
| | | | | Our Board and management team drove strong business expansion and sleep innovation |
| | | | | In 2023, our Board of Directors and management oversaw another successful year of outstanding financial and operational performance. Inspire continued to achieve significant top line revenue growth, made advancements in achieving profitability with our first quarter with operating profits, and expanded full-year gross margin in 2023 as compared to 2022. |
| | | | | Further, we continued to demonstrate our commitment to enhancing patient lives through sleep innovation by obtaining U.S. Food and Drug Administration (“FDA”) approval to increase our indication labeling to include patients with an Apnea Hypopnea Index up to 100 events per hour, increase the Body Mass Index warning labeling from 32 to 40, and expand our indication to provide therapy to certain pediatric patients with Down syndrome. We also made meaningful progress on the path to obtaining approval of our next generation Inspire system. |
| | | | | Our talented and experienced Board remains steadfast in its focus on strong corporate governance |
| | | | | The Board is committed to maintaining strong corporate governance policies and practices, which the Board regularly reviews to help ensure they are aligned with the Board’s and management’s goal of maximizing long-term stockholder value. Consistent with this commitment, in 2023 we updated our Corporate Governance Guidelines to enhance certain aspects of our corporate governance policies. The updates include enhancements intended to encourage greater director continuing education participation and updates to the director election process intended to enhance accountability to stockholders and responsiveness to stockholders’ votes when a director fails to receive a majority of the votes cast for his or her election. |
| | | | | Additionally, in response to management’s engagement efforts with stockholders in 2023, we are providing in this Proxy Statement more detailed disclosures addressing the Board’s rationale for maintaining our classified board structure, plurality voting standard for director elections, and supermajority voting standards, all of which we believe continue to be in the best interests of Inspire and our stockholders. |
| | | | | We added medical device industry expertise to our Board and are prepared for Board leadership changes |
| | | | | We welcomed Myriam J. Curet, M.D. as an independent director to our Board in December 2023. We are thrilled to have Dr. Curet join us, bringing her extensive business and executive leadership experience in the medical device industry. |
| | | | | In early 2024, we announced the retirement of Jerry C. Griffin, M.D. and Marilyn Carlson Nelson, effective at the conclusion of the Annual Meeting. The Board of Directors and management thank Dr. Griffin for his sixteen years of service on our Board, having served |
| | | | | on the Board since 2008 as one of our original board members. We also thank Ms. Nelson for her many years of dedicated service as Chair of the Board. Dr. Griffin and Ms. Nelson both had a profound impact on our Board, organization, and employees and their contributions to Inspire are immeasurable. |
| | | | | With Ms. Nelson’s departure as Chair of our Board, I look forward to taking on the additional role of Board Chair, effective at the conclusion of the Annual Meeting. I also congratulate Gary L. Ellis on his appointment by our Board to the role of Lead Independent Director. |
| | | | | On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support. |
| | | | | Timothy P. Herbert President & Chief Executive Officer |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 2, 2024 Date THURSDAY May 2, 2024 Time 8:00 A.M. EASTERN TIME Place www.virtualshareholdermeeting.com/INSP2024
INSPIRE MEDICAL SYSTEMS, INC. 5500 WAYZATA BLVD., SUITE 1600 GOLDEN
VALLEY, MN 55416
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Inspire Medical Systems, Inc., a Delaware corporation, will be held on Thursday, May 2, 2024, at 8:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/INSP2024. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying Proxy Statement in the section titled “General Information about the Annual Meeting and Voting — How can I attend and vote at the Annual Meeting?”
The Annual Meeting is being held to:
| | | | | Votes Required | | | Board of Directors Recommendation |
| Proposal 1 | | | Elect Shelley G. Broader, Myriam J. Curet, M.D., and Casey M. Tansey as Class III directors to hold office until the Company’s annual meeting of stockholders to be held in 2027 and until their respective successors have been duly elected and qualified | | | The three nominees receiving the largest number of affirmative “FOR” votes will be elected as Class III directors | | | FOR |
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| Proposal 2 | | | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024 | | | Majority of votes cast | | | FOR |
| Proposal 3 | | | Approve, on an advisory (non-binding) basis, of the compensation of our named executive officers | | | Majority of votes cast | | | FOR |
| | | Transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof | | | | |
These items of business are described in the Proxy Statement that follows this notice. Holders of record of our common stock as of the close of business on March 5, 2024 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof. This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about March 19, 2024.
YOUR VOTE IS IMPORTANT. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Please promptly vote your shares by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating, and returning your proxy card or by Internet or telephone voting as described on your proxy card.
By Order of the Board of Directors
Bryan K. Phillips
Senior Vice President, General Counsel, and Secretary
March 19, 2024
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting: This Proxy Statement and our Annual Report are available free of charge atwww.proxyvote.com.
There are four ways to vote:
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| by Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on May 1, 2024 (have your Notice and Access Card or proxy card in hand when you visit the website); | | | by toll-free telephone until 11:59 p.m. Eastern Time on May 1, 2024, at 1-800-690-6903 (be sure to have your Notice or proxy card in hand when you call); | | | by completing and mailing your proxy card so it is received prior to the Annual Meeting (if you received printed proxy materials); or | | | by attending and voting at the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/ INSP2024, where stockholders may vote and submit questions (before and during) the Annual Meeting. Please have your Notice and Access Card or proxy card in hand when you visit the website. |
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