Inspire Medical Systems, Inc.
For the period ended May 1, 2025. Filed Mar 18, 2025.
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May 1, 2025 · Filed Mar 18, 2025
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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
Dear Fellow Stockholders:
On behalf of the Board of Directors, I cordially invite you to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of Inspire Medical Systems, Inc., which will be held on Thursday, May 1, 2025, beginning at 9:00 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 led us through another year of substantial financial and operational performance.
In 2024, our Board of Directors and management team oversaw our continued focus on growing the adoption of Inspire therapy, as we experienced another strong year of revenue growth and surpassed 90,000 patients treated with Inspire therapy. We also achieved our first full year of profitability, delivering diluted net income of $1.75 per share in 2024, and saw improvements in full-year gross margin in 2024 as compared to 2023.
We also achieved a significant milestone for the future of Inspire therapy with the approval by the U.S. Food and Drug Administration (“FDA”) of the Inspire V neurostimulation system, which includes our next generation neurostimulator and the associated Bluetooth® patient remote and physician SleepSync™ programming system. This milestone reflects Inspire’s continued commitment to innovation and enhancing the quality of life for patients struggling with obstructive sleep apnea (“OSA”).
We added a new standing committee of the Board with oversight of key areas of our business.
Earlier this year, we added a new standing committee of the Board, the Quality, Product Supply, and Technology Committee, to carry out responsibilities of the Board relating to oversight of the quality, safety, and supply of our products, legal and regulatory compliance matters, and our research, innovation, and technology initiatives and programs. The Board believes the new committee will enhance the Board’s ability to carry out its oversight responsibilities in areas important to our current business and future growth.
Our management team is well positioned to help fuel continued excellence.
The speed at which our organization has grown and evolved requires that our Board and management team continually assess whether our organizational structure meets the needs of our business, employees, patients and customers. As a result, we recently added Melissa Mann as Chief People Officer to lead our human resources organization, and Jason Kelly as Chief Manufacturing and Quality Officer to oversee our supply chain, quality assurance, and regulatory operations teams.
We have also supported movement and expansion for our existing leaders. Carlton Weatherby recently transitioned to the expanded role of Chief Strategy and Growth Officer to lead strategy and the U.S. sales and marketing teams, and Randy Ban transitioned to the newly created role of EVP, Patient Access and Therapy Development.
We believe our Board and management team have a strong collection of skills, experiences, and backgrounds to continue to lead our organization in driving financial and operational excellence and creating long-term stakeholder value.
On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.
Timothy P. HerbertChairman, President & Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 1, 2025 Date THURSDAY May 1, 2025 Time 9:00 A.M. EASTERN TIME Place www.virtualshareholdermeeting.com/INSP2025
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 1, 2025, at 9:00 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/INSP2025. 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 Cynthia B. Burks, Timothy P. Herbert, and Shawn T McCormick as Class I directors to hold office until the Company’s annual meeting of stockholders to be held in 2028 and until their respective successors have been duly elected and qualified | A plurality of the votes cast. This means that the three nominees receiving the largest number of affirmative “FOR” votes will be elected as Class I directors | FOR |
| Proposal 2 | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025 | The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon | FOR |
| Proposal 3 | Approve, on an advisory (non-binding) basis, of the compensation of our named executive officers | The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon | 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 4, 2025 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 18, 2025.
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 18, 2025
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:
| by Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on April 30, 2025 (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 April 30, 2025, 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/ INSP2025, 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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