Other Information
+Added: On April 29, 2021, the Company’s Board of Directors (the “Board”) approved a share repurchase program, pursuant to which the Company may, between May 2021 and May 2026, repurchase outstanding shares of the Company’s common stock.
+Added: Under the stock repurchase program, the aggregate funds to be used for repurchases will be limited to 25% of the Company’s estimate of adjusted operating income for any given year.
+Added: The Company intends to repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act.
+Added: While the Board has approved the program, any repurchase will be subject to quarterly assessments based on parameters we set.
+Added: These include uses of capital in a given quarter, available cash, and the stock price relative to the Company’s estimated intrinsic value.
+Added: The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plan, price, available cash, general business and market conditions, and alternative investment opportunities.
+Added: Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
Exhibit Incorporated by Reference Filed/Furnished
6 unchanged sentences
Amended and Restated Bylaws of the Registrant.
−Removed: 10-Q 001-36537 3.2 8/28/2014
+Added: 10-K 001-36537 3.3 2/12/2021
+Added: Trupanion, Inc.
+Added: Employee Severance and Change in Control Plan.
+Added: 8-K 001-36537 10.1 2/4/2021
+Added: Quota Share Reinsurance Agreement between Wyndham Insurance Company (SAC) Limited and Omega General Insurance Company, effective January 1, 2021.
+Added: 10-K 001-36537 10.16 2/12/2021
+Added: Compensation Program for Non-Employee Directors of Trupanion, Inc, as amended on January 29, 2021.
+Added: 10-K 001-36537 10.17 2/12/2021
Certification of Principal Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
11 unchanged sentences
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) X
+Added: + Indicates a management contract or compensatory plan or arrangement.
* This certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
1 unchanged sentence
TRUPANION, INC.
−Removed: October 30, 2020 /s/ Darryl Rawlings
+Added: April 30, 2021 /s/ Darryl Rawlings
Darryl Rawlings
−Removed: Chief Executive Officer and President
+Added: Chief Executive Officer
(Principal Executive Officer)
−Removed: October 30, 2020 /s/ Tricia Plouf
−Removed: Chief Financial Officer
+Added: April 30, 2021 /s/ Tricia Plouf
+Added: Co-President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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.