trup-20230421

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 21, 2023

TRUPANION, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36537

83-0480694

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6100 4th Avenue S, Suite 400

Seattle, Washington 98108

(Address of principal executive offices, including zip code)

(855) 727 - 9079

(Registrant's telephone number, including area code)

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 Instruction 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))

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.00001 par value per share	TRUP	The NASDAQ Stock Market LLC

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Directors

On April 21, 2023, the board of directors (the “Board”) of Trupanion, Inc. (the “Company”) appointed Paulette Dodson as a director. Ms. Dodson, 59, has served as a member of the Board of Directors of Portillo’s Inc., a public restaurant chain, since December 2021 and as a member of the Board of Directors for Bark, Inc., a public company that specializes in dog toys, treats and meal plans, since March 2023. Previously, she served as the General Counsel and Corporate Secretary at Alight Solutions LLC, a public information technology and consulting company, from May 2018 to August 2022. Prior to this, she was the Senior Vice President, General Counsel and Corporate Secretary at PetSmart Inc., a formerly public chain of pet superstores, from July 2012 to May 2018. Ms. Dodson holds a B.A. in Urban Legal Studies from City College of New York and a J.D. from Cornell Law School. Ms. Dodson was chosen to serve on the Board based on her extensive corporate governance expertise and significant public company experience.

Also on April 21, 2023, the Board appointed Elizabeth (“Betsy”) McLaughlin as a director. Ms. McLaughlin, 62, has served as a member of the Board of Directors for Bark, Inc., a public company that specializes in dog toys, treats and meal plans, since December 2017. Previously, Ms. McLaughlin served in various leadership roles of ascending responsibility at Hot Topic, Inc., a public teen-oriented clothing chain, since joining the company in 1999, including serving as Chief Executive Officer and Director from 2000 to 2011. Ms. McLaughlin holds a B.A. in Economics from the University of California, Irvine. Ms. McLaughlin was chosen to serve on the Board based on her significant executive leadership experience and public company expertise.

Each of Mses. Dodson and McLaughlin is an “independent director” under Nasdaq listing rule. Neither Mses. Dodson nor McLaughlin has any (i) arrangement or understanding with any person pursuant to which she was appointed as a member of the Board, (ii) family relationships with any of the Company’s directors or executive officers, or (iii) direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. The Company entered into its standard form of indemnification agreement with Mses. Dodson nor McLaughlin, who each will participate in the Company’s Compensation Program for Non-Employee Directors.

Mses. Dodson and McLaughlin were appointed as Class II and Class I directors, respectively, but each will be put to a vote of stockholders at the 2023 annual meeting of stockholders on June 7, 2023 (the “2023 Meeting”), in connection with the previously announced efforts to declassify the Board.

A copy of the Company's press release announcing the appointments of Mses. Dodson and McLaughlin is furnished herewith as Exhibit 99.1.

Resignation of Director

On April 24, 2023, Michael Doak notified the Company that he would be transitioning off of the Board, in light of the addition of the two new qualified directors. Accordingly, he has decided not to stand for election at the 2023 Meeting and that his service as a director will cease upon completion of the 2023 Meeting. Mr. Doak stated that his decision was not the result of any disagreements with the Company on any matter relating to its accounting, financial reporting, operations, policies or practices.

Contingent Resignations Solely to End Staggered Terms

In connection with the previously announced efforts to declassify the Board, the members of the Board have agreed to end their staggered terms and assume annual terms, if the Company’s stockholders approve an amendment to the Company’s Certificate of Incorporation to declassify the Board (the “Declassification Amendment”). Accordingly, on April 26, 2023, Jackie Davidson, Elizabeth “Betsy” McLaughlin and Zay Satchu, each an incumbent Class I director, and Paulette Dodson and Darryl Rawlings, each an incumbent Class II director, agreed to resign contingent on the effectiveness of the Declassification Amendment and, assuming they receive a sufficient advisory vote at the Annual Meeting, each will be immediately reappointed as directors for a term that expires at the Company’s 2024 annual meeting of stockholders (the “2024 Meeting”). In addition, on April 26, 2023, Dan Levitan, Murray Low, and Howard Rubin, each an incumbent Class III director, agreed to resign contingent on the foregoing reappointments, and each of them will be immediately reappointed as directors for a term that expires at the 2024 Meeting. Following these resignations and reappointments, no directors will be classified and all directors will be subject to annual elections starting at the 2024 Meeting.

If the Declassification Amendment is not approved, the Board will not declassify, and none of the resignations and reappointments described above will occur.

A copy of the Contingent Resignations Solely to End Staggered Terms is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.


(d)	Exhibits

	Exhibit No.	Description
	99.1	Press Release dated April 27, 2023
	99.2	Contingent Resignations Solely to End Staggered Terms
	104	Cover Page Interactive Data File (formatted as Inline XBRL)

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.



TRUPANION, INC.

By:			/s/ Margi Tooth
			Name: Margi Tooth
			Title: President

Date: April 27, 2023

Exhibit 99.1

Trupanion Appoints Paulette Dodson and Betsy McLaughlin to Board of Directors

–New Independent Directors Bring Significant Experience with Global Growth Brands

SEATTLE, WA. April 27, 2023 -- Trupanion, Inc. (Nasdaq: TRUP) announced today the appointment of Paulette Dodson, former General Counsel and Corporate Secretary at Alight, Inc., PetSmart Inc., and Sara Lee Corporation, and Elizabeth “Betsy” McLaughlin, former Chief Executive Officer of Hot Topic, to the Company’s Board of Directors.

“We’re pleased to welcome Paulette and Betsy to our Board,” said Darryl Rawlings, Founder, CEO and Chair of the Board. “They bring significant experience driving strategic growth for global consumer brands to Trupanion and are passionate about pets and our mission. I look forward to working closely with Paulette and Betsy and benefitting from their fresh perspectives.”

“Strengthening and diversifying our Board is an ongoing focus, and we are thrilled to add leaders with impressive track records to our Board,” said Murray Low, PhD, Lead Independent Director. “These appointments reflect a robust search process aimed at ensuring we have the right mix of skills and experience to advise the Company as we execute our global growth plans.”

As part of the Board’s ongoing refreshment, five directors have been appointed in the past six years.

In light of the addition of these two new qualified directors, Michael Doak, who has served as a director since 2014, notified the Company that he will be transitioning off of the Company’s Board of Directors and his service will cease following the 2023 Annual Meeting of Stockholders (the “Annual Meeting”).

Mr. Rawlings added, “On behalf of the entire Board, I would like to thank Michael for his service. We are grateful for his insights and contributions over the years.”

About Paulette Dodson

Ms. Dodson is a highly experienced legal, strategic, and operational executive who most recently served as General Counsel and Corporate Secretary at Alight, Inc. (NYSE: ALIT), a global human capital and business solutions provider. Prior to that, Ms. Dodson served as Senior Vice President, General Counsel and Corporate Secretary of PetSmart, Inc., where she guided the Board and company through major corporate transactions and change. Previously, Ms. Dodson was General Counsel, Corporate Secretary, and Chief Counsel for North America at CPG company Sara Lee Corporation, and Assistant General Counsel of publishing at the Tribune Company. Ms. Dodson currently serves as a member of the boards of directors for Bark, Inc. (Nasdaq: BARK), a public company that specializes in dog toys, treats and meal plans, and Portillo’s Inc. (NASDAQ: PTLO), a public restaurant chain. She holds a BA from City College of New York and JD from Cornell Law School.

About Betsy McLaughlin

Ms. McLaughlin served as the CEO of Hot Topic Inc., a public teen-oriented clothing chain, from 2000 to 2011, and has since been a member of the boards of directors for multiple private companies in the consumer sector, and since 2017, for Bark, Inc. (Nasdaq: BARK), a public company that specializes in dog toys, treats and meal plans. Prior to this, Ms. McLaughlin served in various leadership roles of ascending responsibility at Hot Topic, including president from 1999 to 2000, senior vice president of merchandising and marketing from 1996 to 2000, and vice president of operations from 1993 to 1996. Prior to Hot Topic, Ms. McLaughlin held positions in merchandising, operations and finance at Miller's Outpost and The Broadway. Ms. McLaughlin has a B.A. degree in Economics from the University of California at Irvine, and she was a member of the Board of Advisors and Executive Committee of the UCLA Anderson School for 17 years.

About Trupanion

Trupanion is a leader in medical insurance for cats and dogs throughout the United States, Canada, Europe, Puerto Rico and Australia with over 860,000 pets enrolled. For over two decades, Trupanion has given pet owners peace of mind so they can focus on their pet's recovery, not financial stress. Trupanion is committed to providing pet owners with the highest value in pet medical insurance with unlimited payouts for the life of their pets. With its patented process, Trupanion is the only North American provider with the technology to pay veterinarians directly in seconds at the time of checkout. Trupanion is listed on NASDAQ under the symbol "TRUP". The company was founded in 2000 and is headquartered in Seattle, WA. Trupanion policies are issued, in the United States, by its wholly-owned insurance entity American Pet Insurance Company and, in Canada, by Omega General Insurance Company. Trupanion Australia is a partnership between Trupanion and Hollard Insurance Company. For more information, please visit trupanion.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to, among other things, leadership succession plans, plans to declassify the Board, and expectations, plans, prospects and financial results for Trupanion, including, but not limited to, its expectations regarding its ability to continue to grow its enrollments and revenue, and otherwise execute its business plan. These forward-looking statements are based upon the current expectations and beliefs of Trupanion’s management as of the date of this press release, and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. All forward-looking statements made in this press release are based on information available to Trupanion as of the date hereof, and Trupanion has no obligation to update these forward-looking statements.

In particular, the following factors, among others, could cause results to differ materially from those expressed or implied by such forward-looking statements: the ability to achieve or maintain profitability and/or appropriate levels of cash flow in future periods; the ability to keep growing our membership base and revenue; the accuracy of assumptions used in determining appropriate member acquisition expenditures; the severity and frequency of claims; the ability to maintain high retention rates; the accuracy of assumptions used in pricing medical plan subscriptions and the ability to accurately estimate the impact of new products or offerings on claims frequency; actual claims expense exceeding estimates; regulatory and other constraints on the ability to institute, or the decision to otherwise delay, pricing modifications in response to changes in actual or estimated claims expense; the effectiveness and statutory or regulatory compliance of our Territory Partner model and of our Territory Partners, veterinarians and other third parties in recommending medical plan subscriptions to potential members; the ability to retain existing Territory Partners and increase the number of Territory Partners and active hospitals; compliance by us and those referring us members with laws and regulations that apply to our business, including the sale of a pet medical plan; the ability to maintain the security of our data; fluctuations in the Canadian currency exchange rate; the ability to protect our proprietary and member information; the ability to maintain our culture and team; the ability to maintain the requisite amount of risk-based capital; our ability to implement and maintain effective controls, including over financial reporting; the ability to protect and enforce Trupanion’s intellectual property rights; the ability to successfully implement our alliance with Aflac; the ability to continue key contractual relationships with third parties; third-party claims including litigation and regulatory actions; the ability to recognize benefits from investments in new solutions and enhancements to Trupanion’s technology platform and website; and our ability to retain key personnel.

For a detailed discussion of these and other cautionary statements, please refer to the risk factors discussed in filings with the Securities and Exchange Commission (SEC), including but not limited to, Trupanion’s Annual Report on Form 10-K for the year ended December 31, 2022 and any subsequently filed reports on Forms 10-Q, 10-K and 8-K. All documents are available through the SEC’s Electronic Data Gathering Analysis and Retrieval system at https://www.sec.gov or the Investor Relations section of Trupanion’s website at https://investors.trupanion.com.

Contacts:

Laura Bainbridge, Vice President, Corporate Communications

[email protected]

Exhibit 99.2

Contingent Resignation Solely to End Staggered Terms

The undersigned member of the Board of Directors (the “Board”) of Trupanion, Inc. (the “Company”) director hereby resigns, contingent and effective upon:

1.In the case of Class I and Class II directors, (a) the approval by stockholders, filing, and effectiveness of the Company’s amended and restated certificate of incorporation to declassify the Board, as described in the Company’s 2023 proxy statement (the “Declassification Effectiveness”), and (b) the election of at least one Class III director at the 2023 annual meeting of stockholders (the “Annual Meeting”), it being understood that such Class III director(s) will be deemed, automatically and without the need for any further action, to have immediately reappointed any resigning Class I or Class II director who receives sufficient votes at the Annual Meeting as a declassified board member; and

2.In the case of Class III directors, (a) their election to the Board at the Annual Meeting, (b) the Declassification Effectiveness and the resulting resignation of the Class I and Class II directors described in Section 1(b) above, and (c) the reappointment of at least one director as described in Section 1(b) above, it being understood that such reappointed director(s) will be deemed, automatically and without the need for any further action, to have immediately reappointed any resigning Class III director as a declassified board member.

The undersigned director’s contingent resignation is solely to cause the immediate declassification of the Board upon the Declassification Effectiveness as a corporate law matter, and it is not intended to and shall not be construed to constitute a resignation or termination of service for any other purpose. The undersigned director’s contingent resignation is not due to any disagreement with the Board or the Company on any matter.

By:

/s/ Jacqueline Davidson

By:

/s/ Paulette Dodson

Name:

Jacqueline Davidson

Name:

Paulette Dodson

By:

/s/ Daniel Levitan

By:

/s/ Murray Low

Name:

Daniel Levitan

Name:

Murray Low

By:

/s/ Elizabeth McLaughlin

By:

/s/ Darryl Rawlings

Name:

Elizabeth McLaughlin

Name:

Darryl Rawlings

By:

/s/ Howard Rubin

By:

/s/ Zay Satchu

Name:

Howard Rubin

Name:

Zay Satchu