Tandem Diabetes Care (TNDM) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2026, at 3:00 p.m. Pacific Time, held virtually for shareholder participation and voting.

• Key proposals include director elections, executive compensation, amendments to the certificate of incorporation, and ratification of the external auditor.

• 2025 saw record sales surpassing $1 billion, increased pump shipments, and significant product launches and partnerships.

• The company emphasizes a pay-for-performance compensation philosophy, strong governance, and risk oversight.

Voting matters and shareholder proposals

• Election of nine directors for a one-year term expiring at the 2027 annual meeting.

• Advisory vote on executive compensation (say-on-pay).

• Approval of the amended 2023 Long-Term Incentive Plan, increasing shares authorized for issuance.

• Amendments to the certificate of incorporation for director removal with or without cause and officer exculpation.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year 2026.

Board of directors and corporate governance

• Board consists of nine nominees with diverse expertise in strategy, technology, global markets, and finance.

• Board committees include audit, compensation, nominating and corporate governance, and cybersecurity/data privacy.

• Majority of directors are independent; board leadership is separated from executive management.

• Board regularly assesses risk, governance practices, and engages with shareholders.