Tandem Diabetes Care Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders
$TNDM
Medical/Dental Instruments
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2025
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(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (858 ) 366-6900
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(Former name or former address, if changed since last report)
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 ☐
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Item 1.01 Entry into a Material Definitive Agreement.
On May 21, 2025 (the “Effective Date”), Tandem Diabetes Care, Inc. (the “Company”), Tandem Diabetes Care Europe B.V. (with the Company, the “Company Entities”), F. Hoffmann-La Roche AG, Roche Diabetes Care GmbH, Roche Diabetes Care, Inc., Roche Diagnostics Operations Inc., Roche Diagnostics GmbH and Roche Diagnostics International AG (collectively, the “Roche Entities”) entered into a Settlement, Mutual Release and Cross-License Agreement (the “Settlement Agreement”) to resolve all actual or potential patent disputes as of the Effective Date relating to the Company’s t:slim X2 pump and EP Patent No. 2 196 231 B1 (the ’231 patent) and EP Patent No. 1 970 677 B1 (the ‘677 patent) (collectively, “Disputes”), including the pending patent infringement actions, revocation actions, counterclaims for revocation and actions for declaration of non-infringement of patents (collectively, the “Pending Actions”) before local court divisions of the Unified Patent Court in France and Germany. The Pending Actions were most recently disclosed in more detail in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on April 30, 2025.
Pursuant to the Settlement Agreement, the Company Entities and the Roche Entities (together, the “Parties”) agreed to terminate the Pending Actions. The Parties also provided each other with releases and waivers of claims relating to the Disputes and their respective Licensed Patents (defined below) and covenants not to sue, effective upon payment of the Initial Payment (defined below).
As consideration for the Settlement Agreement, the Company Entities agreed to pay F. Hoffman-La Roche AG an aggregate of $36 million over a five-year period, with an initial payment of $8 million (the “Initial Payment”), and the remaining balance to be paid in four equal annual installments thereafter. Additionally, effective upon payment of the Initial Payment, the Company Entities and the Roche Entities granted to each other, for a period of 10 years from the Effective Date, non-exclusive, non-sublicensable, non-royalty-bearing, non-transferrable and irrevocable licenses to all their respective patents and patent applications related to insulin delivery systems (collectively, the “Licensed Patents”).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2025, the Company held a virtual Annual Meeting of Stockholders (the “Annual Meeting”). There were 66,563,301 shares of the Company’s common stock (“Common Stock”) outstanding on March 24, 2025, the record date for the Annual Meeting. At the Annual Meeting, 58,897,930 shares of Common Stock were present virtually or represented by proxy.
The following tables set forth the final results of the voting for the matters voted upon at the Annual Meeting. These matters are described in more detail in the Proxy Statement.
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Proposal 1: To eight directors for a one-year term expiring at the 2026 annual meeting of stockholders. The stockholders elected eight directors by the following votes:
| Name of Director | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Rebecca Robertson | 55,610,574 | 336,100 | 70,563 | 2,880,693 | ||||||||||||||||||||||
| Myoungil Cha | 55,752,350 | 198,174 | 66,713 | 2,880,693 | ||||||||||||||||||||||
| Peyton Howell | 55,346,489 | 599,657 | 71,091 | 2,880,693 | ||||||||||||||||||||||
| Joao Malagueira | 55,750,086 | 200,748 | 66,403 | 2,880,693 | ||||||||||||||||||||||
| Kathleen McGroddy-Goetz | 55,365,496 | 581,487 | 70,254 | 2,880,693 | ||||||||||||||||||||||
| John Sheridan | 55,708,041 | 242,740 | 66,456 | 2,880,693 | ||||||||||||||||||||||
| Rajwant Sodhi | 55,381,732 | 548,635 | 86,870 | 2,880,693 | ||||||||||||||||||||||
| Christopher Twomey | 47,464,147 | 8,478,415 | 74,675 | 2,880,693 | ||||||||||||||||||||||
Proposal 2: To approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers as described in the Proxy Statement. This proposal was approved and the voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 54,337,934 | 1,598,126 | 81,177 | 2,880,693 | |||||||||||||||||
Proposal 3: To approve, on a non-binding, advisory basis, the frequency of future stockholder advisory votes to approve the compensation of the Company’s named executive officers. This proposal was approved with a frequency of every one year and the voting results were as follows:
| 1 Year | 2 Years | 3 Years | Abstain | |||||||||||||||||
| 55,871,429 | 14,582 | 53,927 | 77,299 | |||||||||||||||||
In light of this result, the Company will continue to hold a non-binding advisory vote on executive compensation on an annual basis until the next advisory vote on the frequency of non-binding votes on executive compensation.
Proposal 4: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. This proposal was approved and the voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 58,154,844 | 648,820 | 94,266 | 0 | |||||||||||||||||
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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.
| Tandem Diabetes Care, Inc. | ||||||||
| By: | /s/ SHANNON M. HANSEN | |||||||
| Shannon M. Hansen | ||||||||
| Executive Vice President, Chief Legal, Privacy & Compliance Officer and Secretary | ||||||||
Date: May 23, 2025
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