INSP · Inspire Medical Systems, Inc.

The April 30, 2026 annual meeting marked a pivotal shift in Inspire Medical Systems’ corporate governance and equity compensation framework. The approval of the Declassification Amendment — effective upon filing of the Certificate of Amendment on May 1, 2026 — ends the company’s three-class board structure and mandates annual elections for all directors starting in 2029. This change responds to longstanding investor advocacy for board accountability and simplifies director oversight timelines, reducing potential entrenchment risks. Concurrently, the A&R 2018 Plan’s approval authorizes 9.9 million shares, comprising the prior 7.3 million reserve plus a 2.6 million increase — directly expanding the equity pool available for retention and recruitment. Critically, the plan eliminates the evergreen provision that previously auto-increased the reserve annually, thereby capping future dilution unless further stockholder approval is obtained. The introduction of mandatory one-year minimum vesting (with limited exceptions) and the new prohibition on dividend equivalents for unvested time-based awards reinforce performance linkage and reduce near-term payout leakage. Notably, Proposal 6 received only 62% support (14.3M FOR out of 25.3M total votes cast), reflecting material dissent — likely driven by concerns over the size of the share increase and perceived weakening of pay-for-performance rigor despite the new restrictions. These structural updates collectively signal a maturing governance posture but also expose tensions between growth-oriented equity planning and shareholder expectations for disciplined capital allocation.