trup-20231102false000137128500013712852023-11-022023-11-02
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): November 2, 2023
TRUPANION, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-36537 | | 83-0480694 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
6100 4th Avenue S, Suite 200
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):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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:
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| 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 Director
Effective November 7, 2023, the Board of Directors (the “Board”) of Trupanion, Inc. (the “Company”) appointed Richard Enthoven as a director of the Company. Mr. Enthoven will serve as a director for a term expiring at the Company’s 2024 annual meeting of stockholders or upon his earlier death, resignation or removal. The Board has affirmatively determined that Mr. Enthoven is independent in accordance with applicable NASDAQ listing rules.
Richard Enthoven, 53, serves on the Board of Directors of PetSure in Australia, where he previously served as Chair until December 2022. He is also involved with the Hollard Insurance Group in Australia, leading it as CEO until 2021 and currently serving as a Non-Executive Director. He is also the Chairman of Greenstone, Australia's leading direct life insurance operation. Mr. Enthoven holds an MSc degree from the London School of Economics and a B.A from the University of Southern California. Mr. Enthoven was chosen to serve on the Board based on his significant industry experience, track record growing global businesses, and strategic alignment.
Tarmac DLTFM LTD. ("Tarmac"), an Enthoven family investment entity, purchased shares of Trupanion in the open market between July and October of 2023, amounting to approximately 8.6% of Trupanion's outstanding shares.
Mr. Enthoven does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the appointment of Mr. Enthoven is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
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| (d) | Exhibits | |
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| Exhibit No. | Description |
| | Press Release, dated November 7, 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.
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TRUPANION, INC. |
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By: | /s/ Fawwad Qureshi |
| Name: Fawwad Qureshi |
| Title: Chief Financial Officer |
Date: November 7, 2023