Inspire Medical Systems, Inc.
For the period ended Apr 30, 2026. Filed Mar 20, 2026.
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Apr 30, 2026 · Filed Mar 20, 2026
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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 2026 annual meeting of stockholders (the “Annual Meeting”) of Inspire Medical Systems, Inc., which will be held on Thursday, April 30, 2026, 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 2025, we delivered strong results as adoption of Inspire therapy continued to grow. We generated $912 million in revenue for the full year 2025, representing a 14% increase over full year 2024, and surpassed 125,000 patients treated with Inspire therapy. We advanced profitability as revenue approached the $1 billion milestone and delivered strong gross and operating margins, reflecting disciplined execution. Operationally, we launched the Inspire V neurostimulation system in the U.S., further reinforcing our commitment to innovation, and the clinical community’s engagement with Inspire therapy continued to expand, with more than 385 peer reviewed publications to date.
We have positioned our management team to enable our next phase of growth.
As we continued to scale and prepare for our next phase of growth over the last two years, we strengthened our leadership team with several important additions and transitions. In early 2026, we welcomed Matt Osberg as our Chief Financial Officer, bringing deep financial and operational experience to support our continued expansion. We also recently elevated Carlton Weatherby to Chief Strategy and Growth Officer, aligning our strategic, commercial, and market development efforts under a proven leader, in connection with Randy Ban’s retirement. These deliberate enhancements position Inspire for continued success as we execute against our long-term opportunities.
We are proposing to declassify our Board to further align with our stage of growth.
Reflecting feedback from our stockholders and broader market practices, the Board also reviewed our governance structure with a view toward transparency and alignment with Inspire’s current stage of growth. After extensive consideration, as described in Proposal No. 5, the Board is asking stockholders to approve an amendment to our Certificate of Incorporation to phase out the classified Board structure and provide for the annual election of all directors beginning with our 2029 annual meeting of stockholders. The Board will continue to regularly evaluate our governance practices and consider stockholder perspectives to help ensure our structure remains appropriate and in the best interests of the Company and its stockholders.
We are requesting an equity plan amendment to advance our talent strategy goals.
Equity compensation is a cornerstone of how we attract, motivate and retain our most important asset – our people. We seek to align employee incentives with the long-term success of our business and the interests of our stockholders to encourage a shared focus on building lasting value. We are requesting stockholder approval of the amendment and restatement of our 2018 Incentive Award Plan to increase the number of shares authorized to allow us to continue our practice of broad-based employee equity compensation – of which over 80% of employees participated in for 2025 – while preserving cash so we can continue investing in our priorities and future growth. We encourage you to read additional details in the enclosed proxy statement under Proposal No. 6.
We are confident our Board and management team bring the right combination of skills, experience, and commitment to continue driving financial and operational excellence and creating long term value for all stakeholders.
On behalf of the Board of Directors, it is my pleasure to express our appreciation for being Inspire’s shareholder and your continued support.
Timothy P. Herbert Chairman, President & Chief Executive Officer
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 30, 2026 Date THURSDAY April 30, 2026 Time 9:00 A.M. EASTERN TIME Place www.virtualshareholdermeeting.com/INSP2026
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, April 30, 2026, 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/INSP2026. 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 DirectorsRecommendation |
| Proposal 1 | Elect Gary L. Ellis, Georgia Melenikiotou, and Dana G. Mead, Jr. as Class II directors to hold office until the Company’s annual meeting of stockholders to be held in 2029 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 II directors | FOR |
| Proposal 2 | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026 | 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 |
| Proposal 4 | Approve, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of our named executive officers | The frequency that receives the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon. If no frequency receives the foregoing vote, then we will consider the option of ONE YEAR, TWO YEARS, or THREE YEARS that received the highest number of votes cast to be the frequency recommended by stockholders. | 1 YEAR |
| Proposal 5 | Approve an amendment to our Seventh Amended and Restated Certificate of Incorporation to phase out the classified Board structure and provide for the annual election of all directors beginning with our 2029 annual meeting of stockholders (“Proposal No. 5”) | The affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of capital stock entitled to vote thereon. | FOR |
| Proposal 6 | Approve an amendment and restatement of the Inspire Medical Systems, Inc. 2018 Incentive Award Plan (“Proposal No. 6”) | 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 7 | Approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal No. 5 and/or Proposal No. 6 (“Proposal No. 7”) | 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 2, 2026 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 20, 2026.
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 Corporate Secretary
March 20, 2026
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 29, 2026 (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 29, 2026, 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/ INSP2026, 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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