TANDEM DIABETES CARE INC
For the period ended Dec 31, 2024. Filed Apr 8, 2025.
View on SEC.govAbout this filing
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.
Dec 31, 2024 · Filed Apr 8, 2025
TNDM$16.91-6.0%Stored close · as of Nov 6, 2026
Contents
Cover page
Show cover page
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 21, 2025TIME3:00 p.m. Pacific TimeMEETING WEB ADDRESSwww.virtualshareholdermeeting.com/TNDM2025 | Dear Stockholders:You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Tandem Diabetes Care, Inc., or the Annual Meeting, which will be held on Wednesday, May 21, 2025 at 3:00 p.m., Pacific Time. The Annual Meeting will be held virtually by live internet webcast at www.virtualshareholdermeeting.com/TNDM2025.We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying Proxy Statement:1.To elect eight directors for a one-year term expiring at the 2026 annual meeting of stockholders.2.To approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement.3.To approve, on a non-binding, advisory basis, the frequency of future stockholder advisory votes to approve the compensation of our named executive officers.4.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. 5.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 11, 2025 |
Table of Contents
| Section | Page |
|---|---|
| Proxy Summary | 1 |
| Items to be Considered and Board Recommendations | 1 |
| Board Nominees | 2 |
| Director Qualifications and Experience | 2 |
| 2024 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: Say-on-Pay | 13 |
| Proposal 3: Say-on-Frequency | 15 |
| Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm | 17 |
| Stock Ownership | 19 |
| Principal Stockholders | 19 |
| Directors and Executive Officers | 20 |
| Corporate Governance | 21 |
| Corporate Governance Guidelines | 21 |
| Codes of Ethics and Conduct | 21 |
| Board Role in Risk Oversight | 21 |
| Director Nomination Process | 22 |
| Board Experience | 23 |
| Director Independence, Agreements and Relationships | 23 |
| Board Committees | 25 |
| Board Meetings | 28 |
| Board Leadership Structure | 28 |
| Stockholder Engagement | 29 |
| Commitment to Environmental, Social and Governance Priorities | 30 |
| Executive Officers | 31 |
| Compensation Discussion and Analysis | 34 |
| Executive Summary | 34 |
| Compensation Philosophy and Objectives | 37 |
| Compensation Elements | 41 |
| Compensation Governance | 47 |
| Executive Compensation Tables | 52 |
| Director Compensation | 62 |
| Compensation Committee Report | 64 |
| Audit Committee Report | 65 |
| Additional Information | 66 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.