trup-20230902

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): September 2, 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.

On September 2, 2023, the Board of Directors of Trupanion, Inc. (the “Company”) appointed Fawwad Qureshi, as the Company’s Chief Financial Officer, with services to begin September 25, 2023. On that date, Wei Li will cease serving as the Company’s interim Chief Financial Officer and will serve in the role of Senior Vice President of Finance & Corporate Controller.

Mr. Qureshi, age 50, served as the Senior Vice President of Finance and CFO of Brands at Expedia Group, Inc. from April 2022 to June 2023. Prior to joining Expedia Group, Inc., Mr. Qureshi served as Vice President of Finance & Strategy and Chief Financial Officer at Nike Global Technology from October 2019 to April 2022. Prior to that, he served in various leadership roles of ascending responsibility at Intel Corporation from November 2000 to September 2019. Mr. Qureshi holds an M.B.A. from Boston University and a B.A. in political science from St. Olaf College.

In connection with his appointment as Chief Financial Officer of the Company, Mr. Qureshi entered into an offer of employment letter, dated as of August 24, 2023 (the “Offer Letter”), with the Company. Pursuant to the Offer Letter, Mr. Qureshi will receive restricted stock units representing 60,000 shares of the Company’s common stock (the “RSUs”). The grant of the RSUs is expected to be made effective as of the fifth day following the opening of the Company’s next open trading window (or if the grant date falls on a weekend or holiday, then the next business day for which a closing price is reported). The RSUs will vest over four years, with 25% of the RSUs vesting on the one year anniversary of the grant date and the remaining RSUs vesting monthly thereafter, subject to Mr. Qureshi’s continued service to the Company.

As outlined in the Offer Letter, Mr. Qureshi will also participate in the Company’s Employee Severance and Change in Control Plan (the “Plan”), pursuant to which the Company provides certain severance benefits to certain eligible employees of the Company. In the event of a “Qualifying Termination” (as defined in the Plan), Mr. Qureshi will be entitled to a lump sum payment equal to six months of salary and estimated COBRA premiums, less required tax withholding. The Plan was previously filed by the Company with the Securities and Exchange Commission on August 4, 2023 as Exhibit 10.2 to Form 10-Q (File No. 001-36537).

The foregoing description of the Offer Letter does not purport to be complete, including with respect to the parties’ rights and obligations thereunder, and is qualified in its entirety by reference to the full text and terms of the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

There is no arrangement or understanding with any person pursuant to which Mr. Qureshi was appointed as Chief Financial Officer, and there are no family relationships between Mr. Qureshi and any director or executive officer of the Company. Additionally, there are no transactions between Mr. Qureshi and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

A copy of the Company’s press release announcing the appointment of Mr. Qureshi is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.


(d)	Exhibits

	Exhibit No.	Description
	10.1	Offer Letter dated as of August 24, 2023, by and between the Company and Fawwad Qureshi.
	99.1	Press release dated September 6, 2023
	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/ Wei Li
			Name: Wei Li
			Title: Interim Chief Financial Officer

Date: September 6, 2023

Exhibit 10.1

August 24, 2023

Fawwad Qureshi

15435 SW Brighton Way

Beaverton, OR 97007

Dear Fawwad,

We are very pleased to confirm your acceptance of our offer to join Trupanion in the capacity of Chief Financial Officer. You will report to the President with a start date of September 25, 2023. Your salary shall be $25,000.00 per month ($300,000.00 per year). You are also eligible for the following:

•An annual bonus of up to 40% of base salary split 50% of the target bonus based on achievement of corporate goals and 50% of the target bonus based on achievement of your individual goals. Annual bonuses are based on Trupanion achieving certain company-wide revenue and profit goals, as well as individual performance. You will be eligible for an annual bonus beginning on October 1, 2023.

•Subject to approval by Trupanion’s Board of Directors or a committee thereof, you will receive an employee equity award, in the form of restricted stock units (“RSUs”), representing 60,000 shares of Trupanion common stock.

◦The grant date of your RSUs is expected to occur on the fifth day of the next available open trading window (or if the fifth day falls on a weekend or holiday, then on the next business day for which a closing price is reported), in accordance to the granting schedule outlined in Exhibit A; and

◦Your RSUs will vest over a period of four years and will be subject to the terms and conditions of Trupanion’s equity incentive plan and standard form of restricted stock unit agreement, which you will be required to accept as a condition of receiving the RSUs.

•4 weeks paid time off per year, on a pro-rata basis.

•One insured pet with Trupanion.

•Reimbursement of travel expenses, not to exceed $30,000.00 in total. All travel expenses must be submitted through our expense reimbursement platform.

You will be eligible for our standard benefits as described in the Summary of Benefits attached to this offer letter, effective the first of the month following hire. Benefit plans may change from time to time. The attached reflects benefits in place for the 2023 plan year.

We maintain Trupanion’s Employee Severance and Change of Control Plan (the “Plan”) for our employees. In the event of a “Qualifying Termination” (as defined in the Plan), the Company agrees (1) that your “Severance Period” means 26 weeks, and (2) Section 4.01(c) of the Plan shall be replaced with, “reimbursement for the cost of your COBRA premiums for you during the six months following your Qualifying Termination (or, in the Company’s sole discretion, a lump sum payment equal to six months of estimated COBRA premiums), less required tax withholding.” The other terms of the Plan remain in full force and effect as applied to you, including but not limited to the provisions of the Plan relating to compliance with Section 409A of the Internal Revenue Code of 1986, as amended.

You will be a named insured, with the same rights and benefits as accorded to our other directors and officers, under our directors’ and officers’ liability insurance policy (“D&O Insurance”), which we believe comparable to such policies obtained by similarly situated companies. We will maintain D&O Insurance at all times during your service to us (unless the Board of Directors determines that such insurance is not available to us on commercially reasonable terms).You will be provided with the necessary technology to perform in your role (such as a computer, headset, and monitors). Accessibility is a priority at Trupanion, and we are happy to work with you to provide disability accommodations to help you be successful in your new career.

In addition, employment is contingent on reference and background checks, signing our Non- Disclosure Agreement (“NDA”), Non-Compete and Non-Solicit Agreement (a copy of which is delivered with this offer letter), as well as proof of eligibility to work in the United States.

In the event of any dispute or claim solely related to or arising out of the termination of your employment with Company for any reason (including, but not limited to, any claims for breach of contract, wrongful termination, or age, sex, race, national origin, disability or other discrimination or harassment), you agree that all such disputes will be fully, finally and exclusively resolved by binding arbitration conducted by Judicial Dispute Resolution, LLC in King County, Washington (or similar entity if acceptable to Company). You and Company hereby waive your respective rights to have any such disputes or claims tried by a judge or jury. This section will not apply to any claims for injunctive relief by Company or you, or to any claims by Company or you arising out of or related to proprietary and/or intellectual property rights.

If you agree that this letter sets forth our understanding, please sign and return to my attention along with the signed NDA. We look forward to you joining the Trupanion Team!

Kind Regards,

Brenna McGibney

Chief Administration Officer


Offer Agreed to and Accepted By:

By:			/s/ Fawwad Qureshi
			Name: Fawwad Qureshi
Date:			24 August 2023

Exhibit A


Start Date			Trading window in which equity will be granted
November 1st-January 31st			February
February 1st -April 30th			May
May 1st-July 31st			August
August 1st-October 31st			November

Exhibit 99.1

Trupanion Announces Appointment of Fawwad Qureshi as Chief Financial Officer

- A senior financial leader for over two decades, Qureshi brings a wealth of experience driving growth and profitability for publicly-traded, global growth organizations -

Seattle, WA – September 6, 2023 – Trupanion, Inc. (Nasdaq: TRUP), the leading provider of pet medical insurance for cats and dogs, announced today the appointment of Fawwad Qureshi as Chief Finance Officer. Mr. Qureshi will officially join Trupanion on September 25, 2023.

Mr. Qureshi joins Trupanion with over 20 years of senior-level financial experience, successfully steering growth in revenue and profitability for publicly-traded, global growth companies. Notably, during his most recent tenure at Expedia Group as Senior Vice President of Finance and CFO of Brands, Qureshi had full P&L and commercial responsibility for its over $9 billion portfolio of world-class consumer brands including Expedia, Vrbo, Hotels.com, Orbitz and Travelocity.

Prior to Expedia, Qureshi acted as the CFO for Nike Global Technology, where he managed its omni-channel portfolio of technology investments, covering digital product development for consumer-facing, e-commerce properties. Prior to that, he worked at Intel in finance positions of increasing seniority.

“We are thrilled to welcome Fawwad to Trupanion. He joins Trupanion with a pedigree of senior financial leadership in rapidly growing, consumer businesses. His well-established track record of managing multiple P&Ls for global growth companies will benefit us greatly as we work to achieve both our near and long-term goals,” said Margi Tooth, President of Trupanion. “At a time where we are helping more pets than ever, across multiple products, channels and geographies, I’m excited to have him aboard and leading this critical and growing function.”

“Fawwad’s appointment to Chief Financial Officer reinforces the future-focused leadership team that we have been building over time,” said Darryl Rawlings, founder, Chief Executive Officer and Chair of the Board. “His experience as an operations-focused, financial leader for large global enterprises is a great addition to Trupanion.”

“Trupanion’s mission to help care for pets is inspiring,” said Fawwad Qureshi, Trupanion’s incoming CFO. “With an underserved market and leading products, Trupanion is well positioned for the future. I am excited to join and support the team in our mission to help loving, responsible pet owners around the world.”

Mr. Qureshi holds a Master of Business Administration from Boston University and a Bachelor of Arts from St. Olaf College.

Wei Li, who has acted as interim CFO since June, will remain with Trupanion in the capacity of SVP, Finance and Corporate Controller.

Ms. Tooth added, “I am immensely grateful to Wei for his partnership, service and leadership as interim CFO, and know he will continue to be an incredible asset to our company.”

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 900,000 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, expectations, plans, prospects and financial results for Trupanion. These 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 such statements are based on information available to Trupanion as of the date hereof, and Trupanion has no obligation to update these 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.

Contact:

Laura Bainbridge, Senior Vice President, Corporate Communications

206.607.1929

[email protected]