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AGM 2020

Jun 11, 2020

Operator

Greetings, and welcome to the Trupanion 2020 Annual Shareholder Meeting. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is my pleasure to turn the call over to Gavin Friedman. Please go ahead, sir.

Gavin Friedman
General Counsel and Chief People Officer, Trupanion, Inc

Hello, everybody. Welcome to our 2020 Annual Meeting of Stockholders, which I now call to order. My name is Gavin Friedman. I'm the General Counsel and Chief People Officer of Trupanion, and I'm going to serve as Chair of this meeting. First, we'll briefly address the formal business at the statutory meeting, and then we'll transition to the extended shareholder presentations and Q&A sessions that we have planned, and that will provide the opportunity to learn more about our business, meet the team, ask questions, and just generally otherwise engage with us. Those presentations will be available via a live video stream on our website at investors.trupanion.com, starting at 9:30 A.M. Pacific Time. Those who have registered previously will be able to interact with the team and ask questions.

Joining us today are all board members and management of Trupanion, as well as representatives of Ernst & Young, our independent auditors. For this formal portion of today's annual meeting, we'll briefly do three things. First, address procedural matters relating to the formal business. Second, relay voting results. And third, adjourn the meeting. So moving forward, we'll move on to the procedural matters relating to the formal business. Each of our Class III directors, which includes Dan Levitan, Murray Low, and Howard Rubin, are up for election today. And we will also consider whether to ratify our independent auditor and conduct a Say-on-Pay vote on executive compensation. Tricia Plouffe, our Chief Financial Officer, has been appointed to act as the Inspector of Elections, for this meeting and has executed the oath of Inspector of Elections.

If any stockholder or proxy holder present in person today has not registered their presence at registration earlier this morning, please do so at this time. We have nobody here in the room. The notice of meeting and the proxy statement for this meeting was provided to all of the company stockholders of record as of the close of business on April 17, 2020. A declaration of mailing will be included with the minutes for this meeting. The Inspector of Elections, has advised me that holders of a total of at least 30,109,656 shares of common stock, are represented at this meeting in person or by proxy, which does constitute a quorum. This meeting is authorized to transact business. Stockholders, may now make statements or ask questions pertaining to Trupanion or any of the meeting proposals.

I will note that throughout the day we have a number of Q&A sessions and would remind people that that is probably the most appropriate forum to ask the most appropriate person your question. While electronic voting closed at 11:59 P.M. Eastern Time last night, the polls are open for any stockholder present or represented in person today. Any such stockholder who has not returned a proxy or who wishes to revoke a proxy may do so now and vote on the matters to be considered at this meeting. We will now move to the next agenda item, which is voting results. Proposal one is the election of Class III directors. The first item of business is to elect three directors to serve as Class III directors until our annual meeting in 2023 or until the director's successors are duly elected and qualified.

The nominees are Dan Levitan, Murray Low, and Howard Rubin, and each director is elected by a plurality of votes cast. The second proposal is appointment of auditors. The second item, and this is to ratify the appointment of Ernst & Young LLP, as the company's independent registered public accounting firm for the year ending December 31, 2020. The affirmative vote of at least a majority of the shares of common stock cast is required to ratify this appointment. And proposal three is Say-on-pay. The third item is to approve the advisory and non-binding votes on the compensation of our named executive officers. The affirmative vote of at least a majority of the shares of common stock cast is required to approve this proposal. Moving on to the results. At this time, the polls are now closed.

All votes have been cast on the matters to be considered at this election. Tricia, as Inspector of Elections, will you please report on the results of the voting?

Tricia Plouffe
CFO, Trupanion, Inc

Sir, the results of the voting are as follows. Each of the nominees has been elected to the board of directors. These nominees received the highest number of votes cast. The proposal to ratify the appointment of Ernst & Young LLP, has been approved by a vote of more than 50% of the votes cast, and the advisory and non-binding vote on the compensation of our named executive officers has been approved by more than 50% of the votes cast.

Gavin Friedman
General Counsel and Chief People Officer, Trupanion, Inc

Thanks, Tricia. This completes the formal business to be conducted at this meeting. Before we adjourn, I'd like to please remind you that starting at 9:30 A.M. Pacific, we will be hosting our extended informational session with leadership on the Zoom platform. For those who have registered and received a link to participate in these interactive shareholder presentations, we encourage you to log on right now following adjournment of this meeting to allow for any troubleshooting. And these presentations can also be accessed through a live video stream on Trupanion's investor relations website at investors.trupanion.com. Since there are no other matters to come before the meeting, the meeting is now adjourned. Thank you.

Operator

Thank you. That does conclude today's shareholder meeting. You may disconnect your line at this time and have a wonderful day. We thank you for your participation today.

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