Trupanion (TRUP) Proxy filing summary

Executive summary

• The 2026 Annual Meeting is scheduled for June 10, 2026, with voting available online, by mail, phone, or in person with an admission ticket requested by May 14, 2026.

• Proxy materials are primarily delivered electronically to reduce environmental impact and costs, with paper copies available upon request.

• The agenda includes electing nine directors, ratifying the independent auditor, and an advisory vote on executive compensation.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, ratifying Ernst & Young LLP as auditor for 2026, and approving executive compensation for 2025 on a non-binding basis.

• Board recommends voting “FOR” all proposals.

• Shareholder proposals for the 2027 meeting must be submitted between February 25 and March 27, 2027.

Board of directors and corporate governance

• Board will be reduced to nine members; all nominees are listed with diverse backgrounds in finance, governance, animal health, and executive leadership.

• Eight of ten current directors are independent under NASDAQ and SEC rules.

• Board committees include audit, compensation, and nominating/governance, each with independent members and defined charters.

• Lead Independent Director ensures effective governance and communication.

• Board and committees met regularly in 2025, with high attendance and executive sessions held.