{"url_path":"/sec/ingn/8-k/2026-06-11/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1294133/0001294133-26-000021-index.html","accession_number":"0001294133-26-000021","cik":"0001294133","ticker":"INGN","issuer_name":"Inogen Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1294133/0001294133-26-000021-index.html","primary_entity_key":"0001294133","primary_entity_name":"Inogen Inc"},"word_count":332,"has_tables":true,"body_markdown":"## Item 5.07 Submission of Matters to a Vote of Security Holders.\n\nA total of 27,324,616 shares of the Company’s Common Stock were entitled to vote as of April 6, 2026, the record date for the Annual Meeting. 20,844,941 shares were represented at the Annual Meeting, either by proxy or by attending the meeting, constituting approximately 76.28% of the outstanding shares of Common Stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:\n\n1.\nElection of Class III Directors. The following nominees were elected to serve as Class III directors, to hold office until the Company’s 2029 annual meeting of stockholders or until his or her respective successor has been duly elected and qualified:\n\nNominee\n\n \n\nVotes For\n\n \n\nVotes Withheld\n\n \n\nBroker Non-Votes\n\nGlenn Boehnlein\n\n \n\n17,324,463\n\n \n\n948,762\n\n \n\n2,571,716\n\nMira Sahney\n\n \n\n13,276,829\n\n \n\n4,996,396\n\n \n\n2,571,716\n\n \n\n2.\nRatification of Appointment of Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified based on the following results of voting:\n\nVotes For\n\n \n\nVotes Against\n\n \n\nAbstentions\n\n \n\nBroker Non-Votes\n\n20,395,716\n\n \n\n407,035\n\n \n\n42,190\n\n \n\n—\n\n \n\n3.\nAdvisory Vote on Executive Compensation. On an advisory, non-binding basis, the Company’s stockholders approved the named executive officers’ compensation as disclosed in the Proxy. The votes regarding the proposal were as follows:\n\nVotes For\n\n \n\nVotes Against\n\n \n\nAbstentions\n\n \n\nBroker Non-Votes\n\n17,316,134\n\n \n\n921,787\n\n \n\n35,304\n\n \n\n2,571,716\n\n \n\n4.\nApproval of the Amended and Restated 2023 Equity Incentive Plan. The Company’s stockholders approved the adoption of the Amended and Restated 2023 Equity Incentive Plan. The votes regarding the proposal were as follows:\n\n \n\nVotes For\n\n \n\nVotes Against\n\n \n\nAbstentions\n\n \n\nBroker Non-Votes\n\n16,208,966\n\n \n\n2,009,937\n\n \n\n54,322\n\n \n\n2,571,716\n\n5.\nAmendment to Declassify the Board. The Company’s stockholders did not approve the amendment to the Company's Thirteenth Amended and Restated Certificate of Incorporation to declassify the Board. The votes regarding the proposal were as follows:\n\nVotes For\n\n \n\nVotes Against\n\n \n\nAbstentions\n\n \n\nBroker Non-Votes\n\n17,883,761\n\n \n\n154,379\n\n \n\n235,085\n\n \n\n2,571,716"}