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): October 20, 2020

INSPIRE MEDICAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

5500 Wayzata Blvd., Suite 1600

Golden Valley, MN 55416

(Address of principal executive offices) (Zip Code)

(844) 672-4357

(Registrant’s telephone number, including area code)

N/A

(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:

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. ¨

On October 20, 2020, Chau Khuong tendered his resignation as a Class I director of the Board of Directors (the “Board”) of Inspire Medical Systems, Inc. (the “Company”), and will step down from the Board and its Compensation Committee, effective October 29, 2020. Mr. Khuong’s resignation was not the result of any disagreement with the Company or any matter relating to the Company’s operation, policies or practices.

On October 20, 2020, the Board, upon the recommendation of its Nominating and Corporate Governance Committee, expanded the size of the Board from nine directors to ten directors, and appointed Shelley Broader to the Board to fill the newly vacant seat, effective immediately. Ms. Broader will serve as a Class I director for a term expiring at the Company’s annual meeting of stockholders to be held in 2022 and until her successor is duly elected and qualified or her earlier death, disqualification, resignation or removal. In connection with the appointment of Ms. Broader to the Board, she was also appointed to serve on the Compensation Committee, effective upon Mr. Khuong’s resignation. The Board further approved that the size of the Board will be reduced from ten to nine directors also upon the effectiveness of Mr. Khuong’s resignation.

Ms. Broader, 56, most recently served as Chief Executive Officer and President of Chico’s FAS, Inc., a fashion retailer, from December 2015 to April 2019. Prior to this, Ms. Broader served at Walmart Inc., a multinational retail company, from 2009 to November 2015 in various executive roles, including as President and Chief Executive Officer of the Walmart Europe, Middle East and Sub-Saharan Africa region from July 2014 to October 2015, President and Chief Executive Officer of Walmart Canada Corp. from September 2011 to May 2014, Chief Merchandising Officer of Walmart Canada Corp. from 2010 to 2011 and Senior Vice President for Sam’s Club (a division of Walmart) from 2009 to 2010. Ms. Broader previously served on the board of directors of Chico’s FAS, Inc. (NYSE: CHS) from December 2015 to April 2019 and Raymond James Financial, Inc. (NYSE: RJF) from February 2008 to February 2020. Ms. Broader is a member of the board of directors of the Moffitt Cancer Center’s National Board of Advisors. Ms. Broader holds a B.A. from Washington State University.

Ms. Broader is eligible to participate in the Company’s Non-Employee Director Compensation Policy, which provides for: (i) an annual cash retainer of $40,000 for serving on the Board, earned on a quarterly basis; (ii) an annual cash retainer of $7,500 for serving on the Compensation Committee, earned on a quarterly basis; (iii) an initial equity-based award of options to purchase shares of the Company’s common stock (the “Initial Award”) in an amount equal to $165,000 that vests and becomes exercisable in substantially equal annual installments over three years following the grant date, subject to Ms. Broader’s continued service on the Board through each such vesting date; and (iv) following each annual meeting of the Company’s stockholders, an annual equity-based award of options to purchase shares of the Company’s common stock in an amount of $110,000 that vests and becomes exercisable on the first anniversary of the date of grant, subject to Ms. Broader’s continued service on the Board through such vesting date. Ms. Broader may elect to receive any portion of his annual cash retainers in the form of shares of the Company’s common stock. On October 20, 2020, Ms. Broader was granted an Initial Award in an amount equal to $165,000 and with an exercise price equal to $122.76 per share, the fair market value of a share of the Company’s common stock on the October 20, 2020 grant date.

Ms. Broader has entered into the Company’s standard indemnification agreement for directors and officers.

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 hereunto duly authorized.