Good afternoon, and thank you for joining Tandem Diabetes Care 2026 annual meeting of stockholders. My name is Susan Morrison, and I'm Executive Vice President and Chief Administrative Officer for Tandem. We appreciate your participation in today's meeting.
A copy of the rules of conduct for the meeting is available on the virtual meeting site. As described in the notice and proxy statement previously distributed, you are entitled to participate in and vote at this meeting if you are a stockholder as of the close of business on March 23rd, 2026, which is the record date for this meeting.
I have a complete list of the holders of record of the company's common stock on the record date for this meeting. Please click on the link near the bottom of the screen on your online portal labeled "Registered Shareholder List" to view the list.
I also have an affidavit certifying that commencing on April 7th, 2026, a notice of annual meeting of stockholders of the company was deposited in the United States mail to all stockholders of record at the close of business on March 23rd, 2026. If you have a 16-digit voting control number, and you wish to vote during the meeting, you may do so by following the instructions on your screen.
Please insert your voting control number and follow the prompts. You may also ask questions at any time during the meeting if you registered with your 16-digit voting control number. Please follow the instructions on your screen to submit a written question. Questions should be restricted to procedures for the meeting and the specific proposals under consideration.
In addition, electronic copies of the notice and proxy statement relating to the annual meeting, as well as our 2025 annual report, are available for your review. You may access those documents by clicking on the Investor Center portion of our website under Events and Presentations.
An agenda that outlines the order of business for the meeting is also displayed on the screen. I would now like to introduce Rebecca Robertson, Tandem's Chair of the Board, who will be presiding over this annual meeting. Becky, you may begin.
Thanks, Susan. Good afternoon, everyone, and thank you for attending today's meeting. Joining me in this meeting are Shannon Hansen, Executive Vice President, Chief Legal, Privacy, and Compliance Officer, and Secretary, Rachel Malina , Senior Counsel, Corporate Affairs, and Michael Howard, Partner with Ernst & Young.
Also in attendance are members of our executive management team and board of directors. We will now turn to the formal business of our meeting. There are six items on the agenda today. Proposal one, the election of nine directors, Ms. Rebecca Robertson, Mr. Myoung Cha, Ms. Peyton Howell, Mr. Joao Malagueira, Dr. Kathleen McGroddy-Goetz, Mr. John Sheridan, Mr. Rajwant Sodhi, Mr. Christopher Twomey, and Ms. Sandra Beaver, for a one-year term expiring at the 2027 annual meeting of stockholders.
Proposal two, the approval of, on a non-binding advisory basis, the compensation of our named executive officers as described in the proxy statement.
Proposal 3, the approval of the company's 2023 long-term incentive plan, as amended to, among other things, increase the number of shares authorized for issuance under the plan. Proposal 4, approval of an amendment to the company's amended and restated certificate of incorporation to provide for removal of directors with or without cause, as required by Section 141 of the Delaware General Corporation Law, or DGCL.
Proposal five, approval of an amendment to the company's amended and restated certificate of incorporation to, among other things, limit the liability of officers of the company to the maximum extent permitted by law as permitted pursuant to Section 102(b)(7) of the DGCL and to implement certain other changes based on updates to the DGCL.
Proposal six, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2026. Shannon Hansen will act as secretary of this meeting, and Rachel Malina will act as inspector of election. Geralyn has taken the necessary oaths and has advised that we have a quorum present. Accordingly, this is an official meeting, and we can proceed with our business.
During the meeting, we will address the matters described on the agenda shown on your screen. We will open the polls for voting, answer registered stockholder questions, announce the preliminary voting results, and then the formal meeting will be adjourned. If you are eligible to vote and have not submitted your proxy or voting instruction, or if you want to change your vote, please cast your electronic vote using the instructions on your screen.
Electronic votes will be tallied after we have voted on all matters on the agenda. Upon receipt of the voting results, the polls will officially be closed. The electronic votes cast today will be counted in the final tally, along with the proxies previously received. We will announce the preliminary results of the voting at the end of the meeting. The polls are now open for the six items of business previously stated as of 6:06 P.M.
Voting is by proxy and electronic ballot. Each share of common stock is entitled to one vote. If you have already submitted your proxy or voting instruction, there is no need for you to cast a ballot now unless you wish to change your vote. The individuals named in the proxy will vote your shares as indicated on the proxy that you have already submitted.
As a reminder, if you are voting today, please make sure you have your 16-digit voting control number and follow the instructions on the screen. We will now provide some additional time for the submission of the voting and to entertain any stockholder questions related to the proposals at this time. Does anyone have a question? Since there are no questions from our stockholders, we will now proceed with closing the polls.
There being no further business to come before the meeting, I declare the polls are now closed for all items of business as of 6:08 P.M. The proxies and electronic ballots will now be tabulated by the Inspector of Elections. We'll be happy to entertain any other appropriate stockholder questions at this time. Does anyone have a question?
Rebecca, there is a question that came in. It does not relate to matters relating to this meeting. I would encourage any stockholders with questions related to our stock business performance are welcome to contact our investor relations line at ir@tandemdiabetes.com. There are no questions relating to the meeting.
Thank you. Since there are no questions from our stockholders, we will now proceed with the preliminary voting results.
Based upon preliminary information, I can report that, one, all the nominees for the board of directors have been duly elected for a one-year term. Two, the proposal to approve on a non-binding advisory basis the compensation of our named executive officers as described in the proxy statement has passed.
Three, the proposal to approve the company's 2023 long-term incentive plan as amended to, among other things, increase the number of shares authorized for issuance under the plan, has passed. Four, the proposal to approve an amendment to the company's amended and restated certificate of incorporation to provide for removal of directors with or without cause, as required by Section 141(k) of the DGCL, has passed.
Five, the proposal to approve an amendment to the company's amended and restated certificate of incorporation to, among other things, one, limit the liability of officers of the company to the maximum extent permitted by law as permitted pursuant to Section 102(b)(7) of the DGCL, and two, implement certain other changes based on updates to the DGCL, has passed. six, the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2026, has passed.
The final results of voting, including any ballots and proxies recorded during this meeting, will be set forth in the report of the Inspector of Elections and will be included in the minutes of the meeting. The final results will also be reported in a current report on Form 8-K to be filed with the SEC within four business days following this meeting.
Before adjourning, I would like to thank each stockholder who submitted a proxy or voting instruction for this meeting, and I would especially like to thank those stockholders who were able to attend the meeting virtually. Thank you for your continued support of Tandem. It is now 6:11 P.M. Eastern Time, and the meeting is adjourned. Thank you.
This now concludes today's meeting. Thank you for attending. You may now disconnect and have a wonderful rest of your day.