Tandem Diabetes Care (TNDM) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2026, to address key governance, compensation, and operational matters.

• 2025 saw record sales surpassing $1 billion, increased pump shipments, and significant product launches and partnerships.

• The company emphasizes pay-for-performance, risk mitigation, and alignment of executive and shareholder interests.

• Forward-looking statements highlight plans for pharmacy benefit expansion and sustainable growth.

Voting matters and shareholder proposals

• Election of nine directors for a one-year term expiring at the 2027 annual meeting.

• Advisory vote on executive compensation (say-on-pay).

• Approval of amendments to the 2023 Long-Term Incentive Plan to increase authorized shares.

• Amendments to the Certificate of Incorporation for director removal with or without cause and officer exculpation.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board consists of nine members with diverse expertise in strategy, technology, global markets, and finance.

• All directors except the CEO are independent; robust nomination and evaluation processes are in place.

• Four standing committees: audit, compensation, nominating and governance, and cybersecurity/data privacy.

• Board leadership is separated between Chair and CEO roles.

• Regular executive sessions and active shareholder engagement are maintained.