Inogen Inc (INGN) June 5, 2026 Annual General Meeting Transcript

Good morning, ladies and gentlemen. I'm Kevin Smith, the President and Chief Executive Officer and a member of the Board of Directors of Inogen. It is a pleasure to welcome you to the 2026 Virtual Annual Meeting of Stockholders. We will begin today with the formal business of the meeting and will follow with a question and answer session. Before proceeding further, I'd like to introduce the company's directors who are present virtually at this meeting. Our chairperson, Elizabeth Mora. Our directors, Glenn Bayline, Kevin King, Mary Kay Ledone, Heather Ryder, and Mir Shani. Also, our new director that is joining today, Vafa Jamali, is with us. I would also like to introduce the corporate officers who are present virtually at this meeting. Dominic Colton, Jason Richardson, Greg Roman, Jennifer Yee Boyer, Krishna Javeri, Naga Ramswami, Paul Andreassi, and Philip Koren. Finally, I'd like to introduce Rosy Procopio, from our auditors DeLayton Touche, and Kevin P. Smith, our general counsel, both of whom are present virtually at this meeting. Mr. Smith will act as secretary of the meeting and record the minutes. Also present virtually is James Alden of the American Election Services, who will serve as the inspector of election for this meeting. The annual meeting is being held in accordance with the company's bylaws and Delaware law. During the formal meeting, we will address matters described in the company's proxy statements dated April 28, 2026. When we complete the balloting, we will announce the results of the votes and then we'll adjourn the formal meeting. After we complete the formal meeting, Mr. Smith and I will be available to take questions from stockholders. We remind you that the rules of conduct for this meeting are available to review on the website used to access this meeting, and we intend to follow these rules during the meeting. We will now proceed with the formal portion of this meeting. I have proof by affidavit that notice of this meeting has been duly given, and that's the notice of the annual meeting of stockholders and proxy statements relating to the 2026 annual meeting were mailed commencing April 28, 2026 to all stockholders of record as of April 6, 2026, the record date for this annual meeting. We have at this meeting a list of the stockholders of that date. The affidavit of mailing, together with copies of the notice, proxy statements, and proxy will be filed with the minutes of this meeting. The inspector of election has signed the oath of the inspector of election, which should be filed with the minutes of this meeting. The inspector of election has advised me that we have presence and person at the virtual meeting and by proxy a sufficient number of shares to constitute a quorum and all matters being presented at this meeting so the meeting is duly constituted for the purposes of this annual meeting we will vote by proxy and virtually via the internet today for all proposals to be voted upon at this annual meeting each holder of common stock is entitled to one vote for each share of common stock held of record at the close of business on the record date if you have turned in a proxy and do not intend to change your votes then it is not necessary that you vote at this virtual meeting because we will count your proxy those of you who did not turn in a proxy or who wish to change your vote may do so by clicking the vote here button on the website used to access this meeting and by following the instructions The votes cast today will be counted in the final tally, along with the proxies previously received. It is now 1.03 p.m. Eastern Time on June 5, 2026, and the polls for each matter to be voted on at this meeting are now open. The first order of business is the election of the Class III directors. This item is discussed in the proxy statement. The company's board of directors presently has eight members and is divided into three classes with staggered three-year terms. On April 6, 2026, the board of directors appointed Mr. Vafa Jamali as a class one director, effective as of today, at the time of our annual meeting. The board currently consists of three class one directors, three class two directors, and two class three directors. Today we are electing two class three directors. The directors that the stockholders elect at today's meeting will hold office until the 2029 annual meeting of stockholders or until his or her successor is duly elected and qualified. As indicated in the company's proxy statement, the board of directors has nominated Glenn Bayline and Miroshani to serve as a class three directors. The company's bylaws require that a stockholder wishing to nominate a director candidate provide advance notice to the company of the stockholder's intent. No such notice was received and not withdrawn. Accordingly, I declare the nominations for directors closed. Our Board of Directors recommends a vote for the election of each of the two directors nominated by our Board of Directors and named in the company's proxy statements as Class III directors to serve for a three-year term. The second order of business is the ratification of the appointments by the audit committee of our Board of Directors of Deloitte and Touche LLP as the company's independent registered public accounting firm for the fiscal year which will end on December 31st, 2026. This item is discussed in the proxy statement. The Audit Committee of our Board of Directors selects the company's independent registered public accounting firm annually. The Audit Committee has appointed Deloitte & Touche as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The Audit Committee is asking for stockholders for ratification of their appointment. Stockholder ratification is not required by the company's bylaws or other applicable legal requirements. However, the Audit Committee is submitting the appointments to the stockholders for ratification as a matter of good corporate governance. Our Board of Directors recommends a vote for the ratification of the appointment of Deloitte and Touche as our independent registered public accounting firm for our fiscal year ending December 31st, 2026. The third order of business is the advisory votes on the approval of compensation of our named executive officers as required by the Dodd-Frank Act, more commonly known as the say-unpaid proposal. This item is discussed in the proxy statement. Our Board of Directors recommends a vote for the approval on advisory, non-binding basis of the compensation of our named executive offices for the year ended December 31, 2025, as disclosed in the proxy statement. The fourth order of business is the votes on the approval of our amended and restated 2023 equity incentive plan. This item is discussed in the proxy statement. Our board of directors unanimously recommends a vote for the adoption of the amended and restated 2023 equity incentive plan as disclosed in the proxy statement. The fifth order of business is the vote on the approval of the amendments to our charter to declassify our board of directors. This item is discussed in the proxy statement. The board of directors unanimously recommends a vote for the adoption of the amendment of the amendments to our charter to declassify the board as disclosed in the proxy statement. The final item of business is to transact such other business as may properly come before the meeting. Since no other business was proposed, we have no further items of business for the meeting. For those of you voting virtually via the Internet, please submit your ballot indicating the way you wish to vote. We will now briefly pause to enable those who are voting virtually to finish voting. It is now 1.09 p.m. Eastern Time on June 5, 2026, and the polls for each matter to be voted on at this annual meeting are now closed. No additional proxies, votes, changes, or revocations will be accepted. The Inspector of Election will now tabulate the proxies and votes submitted virtually via the Internet. the inspector of election has informed me that based upon the preliminary reports of the proxies and votes which we have received glenn bayline marashani have been elected as class 3 directors of indigent the appointment of deloitte and touche as the company's independent registered public accounting firm for the fiscal year ending december 31st 2026 has been ratified The compensation of our named executive officers for the year ended December 31st, 2025 has been approved. The amended and restated 2023 equity incentive plan has been approved. And the amendment of our charter to declassify our board has not been approved. These are the preliminary results of voting. Definitive reports of the results of the votes on such proposal will be filed with the minutes of this meeting. The final results will also be reported in our filings with the SEC. There being no further business to come before this meeting, this meeting is adjourned. Thank you for your attendance. This brings the formal business part of the meeting to an end. We will now proceed with our question and answer period.

At this time, we would like to entertain questions or comments from our stockholders. Before we proceed, I would like to note that during the course of the question and answer period, Representatives of the company may make forward-looking statements regarding future events or the future financial performance of the company, which involve risks and uncertainties. These forward-looking statements speak only as of the date hereof. Integin disclaims any obligation to update these forward-looking statements except as may be required by law. Such statements are only predictions, and actual events of results could differ materially from those predictions due to a number of risks and uncertainties. I refer you to the documents of the company files from time to time with the Securities and Exchange Commission, specifically the company's annual report on Form 10-K for the fiscal year ended December 31st, 2025, and its quarterly report on Form 10-Q for the fiscal quarter ended March 31st, 2026. These documents contain and identify important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. If you would like to submit a question, please do so by clicking on the Q&A button located on the bottom right-hand corner of your screen. We will now briefly pause to review any questions submitted.

I want to thank you all for attending today's meeting and for the interest you have shown in the affairs of our company. We very much appreciate your attendance, and as always, thank you for your support.

This now concludes the meeting. Thank you for attending and have a pleasant rest of your day.