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Section 1: 8-K (8-K)

ingn-8k_20190509.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9, 2019

 

INOGEN, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-36309

33-0989359

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

326 Bollay Drive,

Goleta, CA

 

93117

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (805) 562-0500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.001 par value

 

INGN

 

The NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

 

 


Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

Inogen, Inc. (the “Company”) held its 2019 annual meeting of stockholders on May 9, 2019 (the “Annual Meeting”).  Of the 21,929,238 shares of the Company’s common stock outstanding as of the record date of March 15, 2019, 20,339,185 shares were represented at the Annual Meeting, either in person or by proxy, constituting approximately 92.74% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:

 

1.

Election of Class II Directors.  The following nominees were elected to serve as Class II directors, to hold office until the Company’s 2022 annual meeting of stockholders or until his or her respective successor has been duly elected and qualified:

 

Nominee

 

Votes For

 

 

Votes Withheld

 

 

Broker Non-Votes

 

Loren McFarland

 

 

12,105,856

 

 

 

6,654,311

 

 

 

1,579,018

 

Benjamin Anderson-Ray

 

 

12,105,430

 

 

 

6,654,737

 

 

 

1,579,018

 

Scott Wilkinson

 

 

12,135,981

 

 

 

6,624,186

 

 

 

1,579,018

 

 

2.

Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified based on the following results of voting:

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Votes

 

 

20,305,985

 

 

 

18,566

 

 

 

14,634

 

 

 

 

 

3.

Advisory Vote on Executive Compensation. The Company’s stockholders advised that they were in favor of the named executive officers’ compensation as disclosed in the proxy statement. The votes regarding the proposal were as follows:

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Votes

 

 

18,421,089

 

 

 

315,261

 

 

 

23,817

 

 

 

1,579,018

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

INOGEN, INC.

 

 

 

Date:  May 10, 2019

By:

/s/ Alison Bauerlein

 

 

Alison Bauerlein

Executive Vice President, Finance,

Chief Financial Officer, Secretary and Treasurer

 

 

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