trup-20240425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

TRUPANION, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

þ No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

THIS PAGE LEFT INTENTIONALLY BLANK

A LETTER TO OUR STOCKHOLDERS

April 26, 2024

Dear Trupanion Stockholders,

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the Annual Meeting) of Trupanion, Inc. (the Company or Trupanion). The matters expected to be acted upon at the Annual Meeting are described in detail in the following Notice of Annual Meeting of Stockholders and proxy statement.

The Annual Meeting will be held on Wednesday, June 5, 2024 at 9 a.m. (Pacific Time), at 6100 4th Avenue South, Seattle, Washington 98108. For specific instructions on how to vote your shares, please refer to the information provided in this proxy statement. We urge all stockholders to vote their shares in advance of the meeting through the Internet, mail or by telephone. If you plan to attend the meeting, you must request an admission ticket by May 15, 2024 by following the instructions in this proxy statement.

Please note that this year, unlike prior years, we will not be holding our stockholder engagement event following the Annual Meeting. Instead, we will be hosting an Investor Day on September 18, 2024, at which we will have mid-year presentations by management and an extensive question and answer period. This annual event is designed to be the best opportunity to understand Trupanion's achievements and challenges over the past year and its strategic vision going forward. Those looking for opportunities to engage in Q&A and connect real-time with the team are encouraged to attend September's Investor Day. Additional details regarding this event are available at https://investors.trupanion.com/news/events/default.aspx.

In the event any changes to our Annual Meeting plans are necessary or appropriate, such as the date or location (including to hold the meeting by remote communication), we will announce the change in advance and post details, including instructions on how stockholders can participate, on our investor relations website at https://investors.trupanion.com and file them with the Securities and Exchange Commission (the SEC).

We continue to elect to deliver our proxy materials to the majority of our stockholders over the Internet, which provides stockholders with the information they need, while minimizing our environmental impact and lowering the distribution cost of proxy materials. On or around April 26, 2024, we expect to commence delivery to stockholders of a Notice of Internet Availability of Proxy Materials (Notice of Internet Availability) containing instructions on how to:

•access our proxy statement for the Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC (the Annual Report);

•vote through the Internet, mail or by telephone; and

•receive paper copies of the proxy materials by mail, if desired.

The matters to be acted upon at the meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.

Your vote is important to us. We encourage you to vote as soon as possible. Whether or not you plan to attend the Annual Meeting in-person, please vote your shares through the Internet, by mail, or by phone to ensure your shares are represented at the meeting. For those who plan to attend in-person, you will also have the opportunity to vote at the Annual Meeting. If you plan to attend the meeting, you must request an admission ticket by May 15, 2024 by following the instructions in this proxy statement.

Thank you for your support of Trupanion, Inc.

Warm Regards,

Murray Low

Lead Independent Director of the Board of Directors

Seattle, Washington

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Agenda. We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

1.To elect eight directors to serve one-year terms through the next annual meeting of stockholders following this Annual Meeting and until a successor has been elected and qualified or until such director's earlier resignation or removal.

2.To approve the Trupanion 2024 Equity Incentive Plan.

3.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

4.To conduct an advisory and non-binding vote to approve the compensation provided to the Company’s named executive officers in 2023.

Record Date. Only stockholders of record at the close of business on April 10, 2024 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof. For ten days prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relating to the Annual Meeting during ordinary business hours at our headquarters, provided, stockholders will need to comply with Company policies in connection with visiting our headquarters.

Stock Ownership. For questions regarding your stock ownership, contact Trupanion’s Senior Vice President, Corporate Communications, Laura Bainbridge, by email at Investor.Relations@trupanion.com. If you are a registered holder, contact our transfer agent, Broadridge Corporate Issuer Solutions, Inc., by phone at (877) 830-4936 or by email through their website at https://shareholder.broadridge.com/bcis/.

Digital Proxy Statement and Annual Report. Visit https://investors.trupanion.com/financials/annual-reports/default.aspx to review or download a digital copy of this proxy statement and our Annual Report.

YOUR VOTE IS VERY IMPORTANT. Although you are legally entitled to attend the Annual Meeting in-person for the purposes of voting your shares, we recommend you vote your shares by proxy in advance of the Annual Meeting through the Internet, by mail or by telephone to ensure that your shares are represented at the meeting. For specific instructions on how to vote your shares, please refer to the information provided in this proxy statement. If you plan to attend the meeting, you must request an admission ticket by May 15, 2024 by following the instructions in this proxy statement.

By Order of the Board of Directors,

Chris Kearns

Chief Legal Officer

Seattle, Washington

April 26, 2024


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 5, 2024. The Proxy Statement and our 2023 Annual Report on Form 10-K are available at https://investors.trupanion.com/financials/annual-reports/default.aspx and at https://www.proxyvote.com.

TABLE OF CONTENTS


Proxy Statement Summary	1	Executive Compensation	37
Information About Solicitation and Voting	1	Compensation Discussion and Analysis	37
Annual Meeting Agenda and Voting Recommendations	1	Part 1: Organization of this CD&A	37
General Proxy Information	2	1.1 CD&A Sections	37
Record Date; Quorum	2	Part 2: Executive Summary	38
Internet Availability of Proxy Materials	2	2.1 Named Executive Officers	38
Voting Rights; Required Vote	2	2.2 Business Overview and Performance	38
How Your Shares Are Voted	2	2.3 Compensation Highlights	38
Voting Instructions; Voting of Proxies	3	Part 3: Our Culture	41
Expenses of Soliciting Proxies	5	3.1 Who We Are	41
Revocability of Proxies	5	Part 4: Governance of Executive Compensation	42
Electronic Access to the Proxy Materials	5	4.1 Role of the Compensation Committee	42
Voting Results	5	4.2 Role of Management	42
Proposal No. 1 Election of Directors	6	4.3 Role of Consultant	43
Our Board of Directors	7	4.4 Peer Group	43
Board of Directors Snapshot	7	Part 5: Components of Executive Compensation	45
Our Directors and Nominees	8	5.1 Key Elements of Compensation	45
Non-Employee Director Compensation	14	5.2 Detailed Description of Each Element of Compensation and Determination of Compensation for the 2023 Performance Year	46
Non-Employee Director Compensation Program	14	Part 6: Other Compensation Policies and Practices	52
Additional Compensation for Non-Employee Directors	14	6.1 Employment Agreements	52
2023 Non-Employee Director Compensation Table	15	6.2 Severance and Change-in-Control Protection	52
Proposal No. 2: Approval of 2024 Equity Incentive Plan	16	6.3 Share Ownership	53
Summary of the proposal	16	6.4 Risk Assessment	53
Key Considerations in the Determination of the Number of Shares to Request	16	6.5 Clawbacks	54
Highlights of the 2024 Equity Incentive Plan	17	6.6 Pledging & Hedging	54
Updated Share Information as of April 24, 2024	17	6.7 Discussion on Key Performance Metrics	54
Summary of the 2024 Equity Incentive Plan	18	Compensation Committee Report	57
Interest of Certain Persons in Matters to be Acted Upon; Awards under the 2024 EIP	20	Executive Compensation Tables	58
New Plan Benefits	21	Summary Compensation Table	58
Corporate Governance	22	Grants of Plan-Based Awards	60
Corporate Governance Guidelines	22	Outstanding Equity Awards at Fiscal Year-End	62
Board Composition and Leadership Structure	22	Option Exercises and Stock Vested Table	64
Board's Role in Risk Oversight	22	Termination of Employment and Change of Control Payments Table	65
Director Independence	22	Narrative Discussion to Termination of Employment and Change of Control Payment Table	66
Role of Lead Independent Director	23	Pay Ratio	67
Committees of Our Board of Directors	23	Pay Versus Performance	68
Corporate Governance and Ethics Principles	25	Pay Versus Performance Table	68
Compensation Committee Interlocks and Insider Participation	25	Description of the Relationship Between Compensation Actually Paid to Our Named Executive Officers and Company Performance	69
Board and Committee Meetings, Attendance, and Executive Sessions	25	The Company's Most Important Financial Performance Measures	70
Board Attendance at Annual Stockholders' Meeting	26	Equity Compensation Plan Information	71
Role of Stockholder Engagement	26	Security Ownership of Certain Beneficial Owners and Management	74
Communication with Directors	26	Certain Relationships and Related Party Transactions	77
Considerations in Evaluating Director Nominees	26	Consulting Arrangements	77
Stockholder Recommendations for Nominations to the Board of Directors	27	Review, Approval or Ratification of Transactions with Related Parties	77
Proposal No. 3 : Ratification of Independent Registered Public Accounting Firm	28	Additional Information	78
Principal Accountant Fees and Services	28	Stockholder Proposals to be Presented at Next Annual Meeting	78
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services	28	Delinquent Section 16(a) Reports	78

SEC Form DEF 14A filed by Trupanion Inc.