UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 21, 2024 |
INOGEN, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-36309 | 33-0989359 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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859 Ward Drive |
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Goleta, California |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (805) 562-0500 |
Not Applicable |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, $0.001 par value |
| INGN |
| The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
On January 21, 2024, the Board of Directors (“Board”) of Inogen, Inc. (the “Company”) appointed Michael Bourque to serve as Executive Vice President, Chief Financial Officer and Treasurer (“CFO”) of the Company, effective March 4, 2024.
Most recently, Mr. Bourque, 60, served as Chief Financial Officer and Treasurer of Chase Corporation (NYSE: CCF) since February 2021. He also served as Chief Financial Officer of Keystone Dental, Senior Vice President, Chief Financial Officer and Treasurer of Analogic Corporation from 2014 to 2018 and as Vice President of Finance for Axcelis Technologies from 2011 to 2014. Bourque received a bachelor’s degree in accounting from Bentley University.
On January 21, 2024, the Board, upon the recommendation of the Compensation Committee of the Board, approved, and the Company entered into, an employment and severance agreement with Mr. Bourque (the “employment agreement”), effective March 4, 2024 (the “Effective Date”). Mr. Bourque’s employment under the employment agreement will begin on the Effective Date and is at will and may be terminated at any time by the Company or by Mr. Bourque. Pursuant to the employment agreement, Mr. Bourque will receive an annual base salary of $425,000 and a target annual performance bonus opportunity of sixty percent (60%) of his annual base salary. The employment agreement also provides for a cash sign-on bonus of $100,000, which is repayable on a pro-rata basis if, prior to the second anniversary of the Effective Date, Mr. Bourque’s employment is terminated by the Company for cause or Mr. Bourque resigns without good reason (in each case as defined in the employment agreement).
The employment agreement also provides for equity awards of restricted stock units covering an aggregate of 150,000 shares of the Company’s common stock, comprised of (i) 75,000 time-based restricted stock units (“RSUs”) and (ii) 75,000 performance-based restricted stock units (“PSUs”); provided, overachievement of the performance goals may result in Mr. Bourque receiving up to a maximum of 150,000 PSUs. Subject to Mr. Bourque’s continued service with the Company, one-third of the RSUs will vest annually over three years. Subject to Mr. Bourque’s continued service with the Company, the PSUs will vest based on the Company’s achievement of specified performance goals for each of 2024 and 2025.
The RSUs and PSUs will be granted on the Effective Date and are each subject to the terms and conditions of the applicable award agreements. The RSUs and PSUs will be granted as independent inducement awards outside of the terms of the Company’s existing equity incentive plans in compliance with an exemption from NASDAQ’s shareholder approval requirements under NASDAQ Stock Market Rule 5635(c)(4).
The employment agreement also provides that beginning in March 2025 and for each year thereafter in which Mr. Bourque serves as the Company’s CFO, he will be eligible for annual Company equity awards, on the same terms and conditions as the annual equity awards made to the Company’s similarly situated executives and as approved by the Board or the Compensation Committee.
Mr. Bourque’s employment agreement also provides that if, outside of the period beginning on the date 3 months before, and ending on the date 12 months following, a change of control (as defined in the employment agreement) (such period, the “change of control period”), his employment with the Company is terminated by the Company without cause (excluding by reason of death or disability) or he resigns for good reason, he will be eligible to receive the following severance benefits:
The employment agreement further provides that if, during the change of control period, Mr. Bourque’s employment with the Company is terminated by the Company without cause (excluding by reason of death or disability) or he resigns for good reason, he will be eligible to receive the same severance benefits described above, except that he will receive continued payment of his base salary for a period of 24 months following his termination date.
Mr. Bourque’s receipt of the severance benefits described above is conditioned on his timely signing and not revoking a release of claims, resigning all directorships, committee memberships or any other positions he holds with the Company, and continuing to comply with certain covenants in the employment agreement and in his at-will employment, confidential information, invention assignment, and arbitration agreement with the Company.
If any of the payments provided for under the employment agreement or otherwise payable to Mr. Bourque would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to the related excise tax under Section 4999 of the Internal Revenue Code, then he will be entitled to receive either full payment of benefits or such lesser amount that would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to him.
The summary of Mr. Bourque’s employment and severance agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the employment and severance agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.
In addition, Inogen has entered into its standard form of indemnification agreement with Mr. Bourque. The form indemnification agreement was filed with the Securities and Exchange Commission on November 27, 2013 as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 and is incorporated herein by reference. Mr. Bourque has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed. There is no arrangement or understanding between Mr. Bourque or any other person pursuant to which Mr. Bourque was selected as an officer. There are no family relationships between Mr. Bourque and any of the Company’s directors or executive officers.
Interim CFO Transition
As a result of the engagement of Mr. Bourque, effective March 4, 2024, Michael Sergesketter, the Company’s interim Executive Vice President, Chief Financial Officer and Treasurer, will no longer be consider an executive officer of the Company or hold the position of Executive Vice President, Chief Financial Officer and Treasurer, but will remain employed with the Company pursuant to his employment contract to assist with the transition of his duties.
Item 7.01. Regulation FD Disclosure.
On January 24, 2024, the Company issued a press release announcing the appointment and transition described in this Current Report on Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1.
The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
Exhibit |
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10.1 | ||
99.1 |
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104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| INOGEN, INC. |
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Date: | January 24, 2024 | By: | /s/ Michael Sergesketter |
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| Michael Sergesketter |