TANDEM DIABETES CARE INC

For the period ended Apr 9, 2024. Filed Apr 9, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 9, 2024 · Filed Apr 9, 2024

TNDM$16.91-6.0%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrantx

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))
x	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under 240.14a-12

Tandem Diabetes Care, 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):

x	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed in table in exhibit required by Item 25(b) per Exchange Act Rule 14a-6(i)(1) and 0-11.

Notice of Annual Meeting of StockholdersDATEMay 22, 2024TIME3:00 p.m. Pacific TimeMEETING WEB ADDRESSwww.virtualshareholdermeeting.com/TNDM2024

Dear Stockholders:You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Tandem Diabetes Care, Inc., or the Annual Meeting, which will be held on Wednesday, May 22, 2024 at 3:00 p.m., Pacific Time. The Annual Meeting will be held virtually by live internet webcast at www.virtualshareholdermeeting.com/TNDM2024.We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying Proxy Statement:1.To elect nine directors for a one-year term expiring at the 2025 annual meeting of stockholders.2.To approve the Company’s 2013 Employee Stock Purchase Plan, as Amended, to Increase the Number of Shares Authorized for Issuance Under the Plan.3.To approve the Company’s 2023 Long-Term Incentive Plan, as Amended, to Increase the Number of Shares Authorized for Issuance Under the Plan.4.To approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement.5.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. 6.To transact such other business as may properly be brought before the Annual Meeting and at any adjournment or postponement thereof.Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to read the accompanying Proxy Statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail, and the additional information in the accompanying Proxy Statement. If you asked to receive printed proxy materials, you may also refer to the instructions on the proxy card enclosed with those materials.By Order of the Board of Directors,

John SheridanPresident and Chief Executive OfficerSan Diego, CaliforniaApproximate Date of Mailing of Notice of Internet Availability of Proxy Materials:April 12, 2024

Table of Contents

Section	Page
Proxy Summary	1
Items to be Considered and Board Recommendations	1
Board Nominees	2
Board Diversity	2
Director Qualifications and Experience	2
2023 Business Highlights	3
Executive Compensation Highlights	4
General Information	5
Notice of Internet Availability of Proxy Materials	5
Stockholders Entitled to Vote	5
How to Vote	5
Change of Vote or Revocation of Proxy	5
Attending the Annual Meeting	6
Technical Assistance for the Annual Meeting	6
Quorum, Abstentions and Broker Non-Votes	6
Cost of Soliciting Proxies	6
Announcement of Voting Results	6
Contact Information for Questions	6
Caution Concerning Forward-Looking Statements	6
Management Proposals	7
Proposal 1: Election of Directors	7
Proposal 2: 2013 Employee Stock Purchase Plan as Amended	13
Proposal 3: 2023 Long-Term Incentive Plan as Amended	19
Proposal 4: Say-on-Pay	27
Proposal 5: Appointment of Independent Registered Public Accounting Firm	29
Stock Ownership	31
Principal Stockholders	31
Directors and Executive Officers	32

Corporate Governance	33
Corporate Governance Guidelines	33
Codes of Ethics and Conduct	33
Board Role in Risk Oversight	33
Director Nomination Process	34
Board Experience	35
Board Diversity	36
Director Independence, Agreements and Relationships	37
Board Committees	38
Board Meetings	41
Board Leadership Structure	42
Stockholder Engagement	42
Commitment to Environmental, Social and Governance Priorities	43
Compensation Discussion and Analysis	45
Executive Summary	45
Executive Officers	49
Compensation Philosophy and Objectives	51
Compensation Elements	54
Compensation Governance	60
Executive Compensation Tables	65
Director Compensation	74
Compensation Committee Report	77
Audit Committee Report	78
Additional Information	79
Appendix A	A-1
Appendix B	B-1

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.