Form 8-K Inogen Inc For: Jun 05

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

INOGEN, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

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.

On June 5, 2026, at the annual meeting of stockholders of Inogen, Inc. (the “Company” and the “Annual Meeting”), the Company’s stockholders approved the adoption of the Company’s Amended and Restated 2023 Equity Incentive Plan (the “Amended and Restated 2023 Equity Incentive Plan”), which was previously adopted by the Company’s board of directors (the “Board”). The Amended and Restated 2023 Equity Incentive Plan incorporates an amendment to increase the number of shares of common stock of the Company, par value $0.001 per share (“Common Stock”), available for issuance thereunder by an additional 750,000 shares.

The Amended and Restated 2023 Equity Incentive Plan became effective immediately upon approval by the Company’s stockholders.

A summary of the material terms of the Amended and Restated 2023 Equity Incentive Plan is included in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 28, 2026 (the "Proxy") under “Proposal No. 4 – Approval of the Amended and Restated 2023 Equity Incentive Plan,” which description is incorporated herein by reference.

The form of stock option agreement, form of restricted stock unit agreement (time-based) and the form of restricted stock unit agreement (performance-based) for use with the Amended and Restated 2023 Equity Incentive Plan set forth the standard terms and conditions that apply to grants of these types of awards pursuant to the Amended and Restated 2023 Equity Incentive Plan, although awards may be granted under the Amended and Restated 2023 Equity Incentive Plan that deviate from these standard terms and conditions.

The foregoing descriptions of the Amended and Restated 2023 Equity Incentive Plan and the forms of award agreements thereunder are qualified in their entirety by, and should be read in conjunction with, the Amended and Restated 2023 Equity Incentive Plan and the forms of award agreements, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

A 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:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.