{"url_path":"/sec/tndm/8-k/2026-05-21/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 Material Modification to Rights of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1438133/0001438133-26-000070-index.html","accession_number":"0001438133-26-000070","cik":"0001438133","ticker":"TNDM","issuer_name":"TANDEM DIABETES CARE INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1438133/0001438133-26-000070-index.html","primary_entity_key":"0001438133","primary_entity_name":"TANDEM DIABETES CARE INC"},"word_count":258,"has_tables":true,"body_markdown":"Item 3.03 Material Modification to Rights of Security Holders.\n\nOn May 20, 2026, at the 2026 Annual Meeting of Stockholders (the Annual Meeting) of Tandem Diabetes Care, Inc. (the Company), upon recommendation of the Company’s Board of Directors (the Board), the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation to: (i) provide for removal of directors with or without cause, as required by Section 141(k) of the Delaware General Corporation Law (DGCL); and (ii) among other things, (x) limit the liability of officers of the Company to the maximum extent permitted by law as permitted pursuant to Section 102(b)(7) of the DGCL and (y) implement certain other changes based on updates to the DGCL (together, the Charter Amendments). The descriptions of the Charter Amendments are set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 7, 2026 (the Proxy Statement), in the sections titled “Proposal 4: Section 141(k) Amendment” and “Proposal 5: Officer Exculpation Amendment” and are incorporated by reference herein.\n\nFollowing stockholder approval at the Annual Meeting, on May 21, 2026, the Company filed an Amended and Restated Certificate of Incorporation (the Amended and Restated Charter) integrating the Charter Amendments with the Secretary of State of the State of Delaware.\n\nThe description of the Charter Amendments contained herein and in the Proxy Statement are qualified in their entirety by reference to the Amended and Restated Charter, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference."}