What changed in this filing

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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-22 · 35 added, 55 removed, 186 unchanged (33% of the section changed)

50 unchanged sentences

Other Information.

Not applicable.

Directors, Executive Officers and Corporate Governance.

Certain information regarding our executive officers and family relationships is set forth under the caption “Business” in Part I, Item 1 of this Annual Report.

We have adopted a code of business conduct and ethics that applies to our Chief Executive Officer and other senior financial officers (our Chief Financial Officer, Vice President of Finance, Controller and other senior financial officers performing similar functions), which we refer to as the Code of Ethics (Senior Financial Officers).

Our Code of Ethics (Senior Financial Officers) is designed to meet the requirements of Section 406 of Regulation S-K and the rules promulgated thereunder.

We will promptly disclose on our website (i) the nature of any amendment to this Code of Ethics (Senior Financial Officers) that applies to any covered person, and (ii) the nature of any waiver, including an implicit waiver, from a provision of this Code of Ethics (Senior Financial Officers) that is granted to one of the covered persons.

Our Code of Ethics (Senior Financial Officers) is designed to meet the requirements of paragraph (b) of Item 406 of Regulation S-K.

We will promptly disclose on our website (i) any amendment to or any waiver (including an implicit waiver) of, our Code of Ethics (Senior Financial Officers) that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, and that relates to any element of the code of ethics definition enumerated in paragraph (b) of Item 406 of Regulation S-K, and (ii) the nature of any such amendment or waiver.

We have also adopted a code of business conduct and ethics that applies to all of our directors and employees, which we refer to as the Code of Ethics (Directors and Employees).

1 unchanged sentence

However, the information contained on or accessed through our website does not constitute part of this Annual Report, and references to our website address in this Annual Report are inactive textual references only.

The information required by this item that is not referenced or set forth above, will be set forth in our Proxy Statement, or in an amendment to this Annual Report, to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2022, and is incorporated herein by reference.

The information required by this item that is not set forth above will be set forth in our definitive proxy statement for our 2024 annual meeting of stockholders (the “Proxy Statement”), to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2023, under the headings “Election of Directors,” “Executive Officers,” “Certain Relationships and Related-Party Transactions,” “Corporate Governance-Director Independence, Agreements and Relationships,” “Legal Proceedings with Directors,” “Corporate Governance,” “Compensation Governance,” “Delinquent Section 16(a) Reports” and is incorporated herein by reference.

Executive Compensation.

The information required by this item will be set forth in our Proxy Statement, or in an amendment to this Annual Report, and is incorporated herein by reference.

The information required by this item will be set forth in the Proxy Statement under the headings “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Director Compensation,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report,” and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item will be set forth in our Proxy Statement, or in an amendment to this Annual Report, and is incorporated herein by reference.

The information required by this item will be set forth in the Proxy Statement under the headings “Compensation Governance—Stock Incentive Plans” and “Stock Ownership,” and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this item will be set forth in our Proxy Statement, or in an amendment to this Annual Report, and is incorporated herein by reference.

The information required by this item will be set forth in the Proxy Statement under the heading “Corporate Governance—Director Independence, Agreements and Relationships,” and is incorporated herein by reference.

Principal Accountant Fees and Services.

The information required by this item will be set forth in our Proxy Statement, or in an amendment to this Annual Report, and is incorporated herein by reference.

The information required by this item will be set forth in the Proxy Statement under the heading “Appointment of Independent Registered Public Accounting Firm,” and is incorporated herein by reference.

Exhibits and Financial Statement Schedules.

14 unchanged sentences

3.1 Amended and Restated Certificate of Incorporation (as amended through August 1, 2023 and currently in effect) .

10-Q 001-36189 1-Nov-18 3.1

3.2 Amended and Restated Bylaws (as amended through February 4, 2021 and currently in effect).

10-K 001-36189 24-Feb-21 3.2

10-Q 001-36189 3-Aug-23

3.2 Amended and Restated Bylaws (as amended through August 1, 2023 and currently in effect).

10-K 001-36189 3-Aug-23

4.1 Reference is made to Exhibits 3 .1 and 3.2 .

4.2 Description of Capital Stock .

10-K 001-36189 24-Feb-20 4.1

4.3 Form of Common Stock Certificate.

S-1/A 333-191601 1-Nov-13 4.1

4.3 Third Amended and Restated Investors’ Rights Agreement, dated August 30, 2012.

S-1 333-191601 7-Oct-13 4.2

4.4 Form of Warrant to Purchase Stock .

6 unchanged sentences

Tandem Diabetes Care, Inc.

2006 Stock Incentive Plan.

S-1 333-191601 7-Oct-13 10.3

10.2* Form of Stock Option Agreement under the 2006 Stock Incentive Plan.

S-1 333-191601 7-Oct-13 10.4

10.3* Form of Restricted Stock Purchase Agreement under the 2006 Stock Incentive Plan.

S-1 333-191601 7-Oct-13 10.5

10.4* Tandem Diabetes Care, Inc.

Amended and Restated 2013 Stock Incentive Plan.

15 unchanged sentences

10-Q 001-36189 3-May-2023 10.1

10.11* Employee Offer Letter, dated June 28, 2013, by and between Tandem Diabetes Care, Inc.

S-1 333-191601 7-Oct-13 10.12

Tandem Diabetes Care, Inc.

2023 Long-Term Incentive Plan.

10-Q 001-36189 3-Aug-2023

Form of Restricted Stock Units Agreement under the 2023 Long-Term Incentive Plan.

10-Q 001-36189 3-Aug-2023 10.2

Employee Offer Letter, dated January 29, 2013, by and between Tandem Diabetes Care, Inc.

S-1 333-191601 7-Oct-13 10.13

10.13* Employee Offer Letter, dated January 11, 2016, by and between Tandem Diabetes Care, Inc.

8-K 001-36189 2-Feb-16 10.1

10.14* Employment Severance Agreement, dated February 1, 2016, by and between Tandem Diabetes Care, Inc.

8-K 001-36189 2-Feb-16 10.2

Amended and Restated Employment Severance Agreement, dated November 4, 2013, by and between Tandem Diabetes Care, Inc.

2 unchanged sentences

S-1/A 333-191601 8-Nov-13 10.19

10.17* Amended and Restated Employment Severance Agreement, dated November 4, 2013, by and between Tandem Diabetes Care, Inc.

S-1/A 333-191601 8-Nov-13 10.19

Amended and Restated Employment Severance Agreement dated August 2, 2017, by and between Tandem Diabetes Care, Inc.

1 unchanged sentence

S-1 333-222553 16-Jan-18 10.25

10.19* Form of Indemnification Agreement.

Separation Agreement, dated August 18, 2023, by and between Tandem Diabetes Care, Inc.

and Brian Hansen.

001-36189 18-Aug-23 10.1

Transition and Consulting Agreement, dated December 1, 2023, by and between the Company and David B.

001-36189 11-Dec-23 10.1

Form of Indemnification Agreement for Directors and Officer s

S-1 333-191601 7-Oct-13 10.11

11 unchanged sentences

10-K 001-36189 24-Feb-21 10.25

10.24 Lease Agreement, dated March 7, 2012, as amended through November 5, 2013, by and between Tandem Diabetes Care, Inc.

and ARE-11025/11075 Roselle Street, LLC.

S-1/A 333-191601 8-Nov-13 10.1

10.25 Fourth Amendment to Lease, dated December 27, 2017, by and between Tandem Diabetes Care, Inc.

and ARE-11025/11075 Roselle Street, LLC

8-K 001-36189 3-Jan-18 10.2

10.26 Lease Agreement, dated November 5, 2013, by and between Tandem Diabetes Care, Inc.

and ARE-11025/11075 Roselle Street, LLC.

S-1/A 333-191601 8-Nov-13 10.21

10.27 First Amendment to Lease, dated December 27, 2017, by and between Tandem Diabetes Care, Inc.

and ARE-11025/11075 Roselle Street, LLC

8-K 001-36189 3-Jan-18 10.1

10.28 Second Amendment to Lease, dated September 2, 2020 by and between Tandem Diabetes Care, Inc.

and ARE-11025/11075 ROSELLE STREET, LLC

10-Q 001-36189 5-Nov-2020 10.1

10.29 Fifth Amendment to Lease dated September 2, 2020 by and between Tandem Diabetes Care, Inc.

and ARE-11025/11075 ROSELLE STREET, LLC

10-Q 001-36189 5-Nov-2020 10.2

License Agreement, dated July 14, 2016, by and between Tandem Diabetes Care, Inc.

and TypeZero Technologies, LLC

and TypeZero Technologies, LLC (acquired by DexCom, Inc.).

10-Q 001-36189 30-Apr-2020 10.1

2 unchanged sentences

10-K 001-36189 2-Feb-2022 10.35

10.32 Office L ease dated September 15, 2021 by and between Tandem Diabetes Care, Inc.

Office Lease dated September 15, 2021 by and between Tandem Diabetes Care, Inc.

and Kilroy Realty L.P.

1 unchanged sentence

Share Purchase Agreement by and Between Tandem Diabetes Care, Inc., and AMF Medical .

001-36189 22-Feb-2023 10.33

Employee Offer Letter, dated October 31, 2023, by and between Tandem Diabetes Care, Inc.

and Mark Novara .

21.1 Subsidiaries of the Registrant

9 unchanged sentences

Section 1350 Certification by Chief Financial Officer of Tandem Diabetes Care, Inc.

Tandem Diabetes Care, Inc.

C lawback P olicy .

101.INS Inline XBRL Instance Document.

6 unchanged sentences

† Certain confidential portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

The Company has determined that such omitted information is (i) not material, and (ii) would likely cause competitive harm to the Company if publicly disclosed.

The Company has determined that such omitted information is (i) not material, and (ii) is of the type of information that the Company customarily and actually treats as private or confidential.

* Indicates management contract or compensatory plan.

18 unchanged sentences

VOSSELLER Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) February 21, 2024

ALLEN Lead Independent Director February 22, 2023

BLICKENSTAFF Chair of the Board February 22, 2023

ALLEN Director

February 21, 2024

BLICKENSTAFF Director

February 21, 2024

/s/ MYOUNGIL CHA Director February 21, 2024

6 unchanged sentences

/s/ REBECCA B.

ROBERTSON Director February 22, 2023

ROBERTSON Chair of the Board February 21, 2024

/s/ RAJWANT S.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures