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Get filing alertsInspire Medical approves board declassification, equity plan expansion at annual meeting
Filed May 5, 2026 · Period ending April 30, 2026 · ~1 min read
Key Changes
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Shareholders approved phasing out the staggered board structure, requiring all directors to stand for annual election starting in 2029. The amendment received 99.9% support and became effective May 1, 2026.
Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR → -
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Equity plan amendment passed with 62.0% support, adding 2.6M shares to bring total reserve to 9.9M shares, removing automatic annual increases, and requiring minimum one-year vesting. The 38.0% opposition suggests meaningful shareholder concern about dilution.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Director Gary Ellis re-elected with 74.6% support, while 25.4% of votes were withheld—notably higher opposition than the 2-5% withheld for the other two directors elected.
Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR → -
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Say-on-pay received 97.4% approval and Ernst & Young ratified as auditor with 99.2% support, both routine outcomes.
Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR →
Summary
Inspire Medical held its 2026 annual meeting on April 30, with shareholders approving two significant governance changes. The board declassification amendment eliminates the staggered structure that previously allowed only one-third of directors to face election each year. Starting in 2029, all directors will stand for annual election, increasing accountability to shareholders.
The amendment passed with near-unanimous support and took effect immediately. The equity plan amendment drew more mixed reception. While it passed with 62% approval, the 38% opposition is elevated for such proposals and signals shareholder concern about the 2.6 million share increase and potential dilution.
The plan does include improved governance features—removing the automatic annual share increase mechanism and requiring minimum one-year vesting on awards. Director Gary Ellis's re-election also saw unusually high opposition at 25.4% withheld votes, compared to single-digit opposition for his fellow directors, though he was ultimately re-elected to serve until 2029. For retail holders, the declassification represents a governance win that strengthens shareholder voice. The equity plan expansion warrants monitoring to assess whether the additional shares are used efficiently for talent retention and whether dilution impacts per-share value over time.
Section-by-Section Diff
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
INSP shareholders approved declassifying the board (annual elections starting 2029), ratified auditor, and approved equity plan amendments.
Added in current filing · verify on EDGAR → · paraphrased
on April 30, 2026, at the Annual Meeting, the Company's stockholders approved an amendment to the Company's Seventh Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to phase out the classified board structure and provide for the annual election of all directors beginning with the Company's 2029 annual meeting of stockholders (the "Declassification Amendment"). ... On May 1, 2026, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware, which became effective upon filing. ... Votes FOR: 23,121,710, Votes AGAINST: 11,103, Votes ABSTAINED: 18,929, Broker Non-Votes: 2,135,853
Shareholders voted overwhelmingly (99.9% of votes cast) to eliminate the staggered board structure, requiring all directors to stand for election annually starting in 2029. The amendment was filed and became effective May 1, 2026. This governance change increases director accountability by allowing shareholders to vote on the entire board each year rather than only one-third of directors every three years.
Added in current filing · verify on EDGAR → · paraphrased
A total of 25,287,595 shares of the Company's common stock were represented in person or by proxy at the meeting, representing approximately 88% of the Company's common stock outstanding as of the March 2, 2026 record date. ... Gary L. Ellis: Votes FOR 17,268,398, Votes WITHHELD 5,883,344, Broker Non-Votes 2,135,853 ... Georgia Melenikiotou: Votes FOR 22,693,412, Votes WITHHELD 458,330, Broker Non-Votes 2,135,853 ... Dana G. Mead, Jr.: Votes FOR 21,950,770, Votes WITHHELD 1,200,972, Broker Non-Votes 2,135,853
Three Class II directors were elected to serve until the 2029 annual meeting. Gary Ellis received 74.6% support (25.4% withheld), while Melenikiotou and Mead received 98.0% and 94.8% support respectively. The elevated opposition to Ellis (25.4% of votes cast) is notable and may reflect shareholder concerns about his performance or qualifications.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR → · paraphrased
The Company's stockholders approved, on an advisory (non-binding) basis, the compensation of the Company's named executive officers by voting as follows: Votes FOR 22,508,636, Votes AGAINST 595,867, Votes ABSTAINED 47,239, Broker Non-Votes 2,135,853
Executive compensation received 97.4% approval from votes cast. This strong support indicates shareholders are satisfied with the company's executive pay practices and alignment with performance.
Added in current filing · verify on EDGAR → · paraphrased
The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026 by voting as follows: Votes FOR 25,089,422, Votes AGAINST 170,682, Votes ABSTAINED 27,491
Ernst & Young was ratified as the independent auditor for 2026 with 99.2% approval, reflecting routine shareholder confidence in the audit relationship.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 3, 2026 · How we verify