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): ~~May~~July 1424, 2025

INOGEN, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-36309	33-0989359
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

859 Ward Drive
Goleta, California		93111
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (805) 562-0500

    

     Not Applicable

    

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	INGN	The Nasdaq Stock Market LLC

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.

OnDesignation ~~May 14, 2025, at the annual meeting~~ of ~~stockholders~~Jennifer ofYi ~~Inogen,~~Boyer ~~Inc.~~as ~~(the~~an ~~“Company”~~Executive ~~and~~Officer ~~the “Annual Meeting”), the Company’s stockholders approved the adoption of the Company’s Amended~~ and ~~Restated~~Section ~~2023~~16 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.Officer

~~The~~On ~~Amended~~July ~~and~~24, ~~Restated~~2025, ~~2023~~the ~~Equity~~Board ~~Incentive~~of ~~Plan~~Directors ~~became~~(the ~~effective~~“Board”) ~~immediately~~of ~~upon~~Inogen, ~~approval~~Inc. by (the “Company”) determined that based on the evolution of Jennifer Yi Boyer's role as Executive Vice President, Enterprise Enablement and Chief Human Resources Officer, the scope of Ms. Yi Boyer’s ~~stockholders~~duties has increased to include significant policy making functions related to human resources, project management and other strategic initiatives. Due to this determination, the Board designated Ms. Yi Boyer as an “executive officer” of the Company as such term is defined in Rule 3b-7 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as an “officer” as defined in Rule 16a-1(f) of the Exchange Act for purposes of Section 16 of the Exchange Act, effective July 28, 2025.

AMs. ~~summary~~Yi ofBoyer, ~~the~~51, ~~material~~has ~~terms~~29 years of strategic and transformational leadership experience with deep expertise in the ~~Amended~~areas ~~and~~of ~~Restated~~Talent ~~2023~~Acquisition, Talent Development, Organization Effectiveness, Transformational Leadership, DEI (Diversity, Equity ~~Incentive~~& ~~Plan~~Inclusion), isStrategic ~~included~~Planning, inExecutive Development, and workforce planning. She has served as Executive Vice President, Enterprise Enablement and Chief Human Resources Officer of the Company’s ~~definitive~~since ~~proxy~~May ~~statement~~2025. onMs. ~~Schedule~~Yi ~~14A~~Boyer ~~filed~~joined ~~with~~Inogen ~~the~~in ~~United~~February ~~States~~2022 ~~Securities~~as Chief Human Resources Officer and ~~Exchange~~has ~~Commission~~risen oninternally ~~March~~to ~~27,~~her ~~2025~~current ~~under~~role. ~~“Proposal~~Prior Noto joining Inogen, Ms. 4Yi –Boyer ~~Approval~~served as Chief People Officer and Senior Vice President of Diversity, Equity and Inclusion at Fiscal Note from January 2021 to February 2022. She also held the ~~Amended~~positions of Chief Talent Officer at ACT from August 2011 to October 2020, Vice President Talent Strategies at Diversey, Inc. from October 2008 to August 2011, Vice President of Talent Development at CIT Group from May 2006 to October 2008, and ~~Restated~~in ~~2023~~various ~~Equity~~other ~~Incentive~~human ~~Plan~~resources and quality management roles across various industries from June 1996 to May 2006. Ms. Yi Boyer is a graduate of Cornell University,” ~~which~~where ~~description~~she earned her Bachelor of Science, Hotel Administration and is ~~incorporated~~a ~~herein~~graduate byof ~~reference~~Seton Hall University, where she earned her Masters, Strategic Communication and Leadership. She also completed an executive leadership certificate at the JFK School of Government at Harvard University.

~~The~~On ~~form~~July of25, ~~stock option agreement~~2025, ~~form~~the ofCompany ~~restricted~~entered ~~stock~~into, ~~unit~~an ~~agreement~~appointment ~~(time-based)~~letter ~~and~~ (the ~~form~~“Yi ofBoyer ~~restricted~~Appointment ~~stock~~Letter”), ~~unit~~effective ~~agreement~~July ~~(performance-based)~~28, ~~for~~2025. ~~use~~Pursuant ~~with~~to the ~~Amended~~Yi ~~and~~Boyer ~~Restated~~Appointment ~~2023~~Letter ~~Equity~~and ~~Incentive~~her ~~Plan~~existing ~~set~~employment ~~forth~~relationship, ~~the~~Ms. ~~standard~~Yi ~~terms~~Boyer ~~and~~will ~~conditions~~receive ~~that~~an ~~apply~~annual tobase ~~grants~~salary of ~~these types of awards pursuant to the Amended and Restated 2023 Equity Incentive Plan~~$430,000 ~~although awards may be granted under the Amended~~ and ~~Restated~~her ~~2023~~target ~~Equity~~annual ~~Incentive~~performance ~~Plan~~bonus ~~that~~opportunity ~~deviate~~will ~~from~~remain ~~these~~50% ~~standard~~of ~~terms~~her ~~and~~annual ~~conditions~~base salary.

~~The~~In ~~foregoing~~addition, ~~descriptions~~the Company has entered into its standard form of indemnification agreement with Ms. Yi Boyer. The form indemnification agreement was filed with the ~~Amended~~Securities and ~~Restated~~Exchange ~~2023~~Commission ~~Equity~~on ~~Incentive~~November ~~Plan~~27, ~~and~~2013 as Exhibit 10.1 to the ~~forms~~Company’s ofRegistration ~~award~~Statement ~~agreements~~on ~~thereunder~~Form ~~are~~S-1 ~~qualified~~and inis ~~their~~incorporated ~~entirety~~herein by, ~~and~~reference. ~~should~~Ms. beYi ~~read~~Boyer inhas ~~conjunction~~no ~~with,~~direct ~~the~~or ~~Amended~~indirect ~~and~~material ~~Restated~~interest ~~2023~~in ~~Equity~~any ~~Incentive~~transaction ~~Plan~~required ~~and~~to ~~the~~be ~~forms~~disclosed pursuant to Item 404(a) of ~~award~~Regulation ~~agreements~~S-K promulgated under the Exchange Act, ~~which~~nor are ~~filed~~any assuch ~~Exhibits~~transactions 10currently proposed.1, 10There is no arrangement or understanding between Ms.2, 10Yi Boyer or any other person pursuant to which Ms.3 ~~and~~Yi 10Boyer was selected as an officer.4 toThere ~~this~~are ~~Current~~no ~~Report~~family onrelationships ~~Form~~between ~~8-K~~Ms. Yi Boyer and ~~are~~any ~~incorporated~~of ~~herein~~the byCompany’s ~~reference~~directors or executive officers.

~~Item~~Appointment ~~5.07~~of ~~Submission~~Mary ofWright ~~Matters~~as toChief aAccounting ~~Vote~~Officer ofand ~~Security~~Designation ~~Holders.~~as an Executive Officer and Section 16 Officer

AOn ~~total~~July of24, 262025,~~887,242~~ ~~shares of~~ the ~~Company’s~~Board ~~Common~~appointed ~~Stock~~Mary ~~were~~Wright ~~entitled~~ to ~~vote~~serve as Chief Accounting Officer (“CAO”) of ~~March~~the 17Company, ~~2025~~effective July 28, ~~the~~2025. ~~record~~In ~~date~~connection ~~for~~with her appointment, the ~~Annual~~Board ~~Meeting~~designated Ms. ~~20,937,688~~Wright ~~shares~~as ~~were~~an ~~represented~~“executive atofficer” of the ~~Annual~~Company ~~Meeting,~~as ~~either~~such byterm ~~proxy~~is ordefined byin ~~attending~~Rule 3b-7 of the ~~meeting,~~Exchange ~~constituting~~Act ~~approximately~~and ~~77.87%~~as an “officer” as defined in Rule 16a-1(f) of the ~~outstanding~~Exchange ~~shares~~Act for purposes of ~~Common~~Section ~~Stock.~~16 ~~The~~of ~~matters~~the ~~voted~~Exchange onAct. atMichael Bourque, the ~~Annual~~Company’s ~~Meeting~~Chief Financial Officer, will continue to serve as principal accounting and financial officer of the ~~votes~~Company ~~cast~~for ~~with~~purposes ~~respect~~of tothe ~~each~~Company’s ~~such~~filings ~~matter~~with ~~are~~the ~~set~~Securities ~~forth~~and ~~below:~~Exchange Commission.

~~Election~~Ms. Wright, 39, has 17 years of ~~Class~~accounting IIand ~~Directors.~~financial ~~The~~leadership ~~following~~experience. ~~nominees~~Most ~~were~~recently, ~~elected~~Ms. toWright ~~serve~~served as ~~Class~~Vice IIPresident/Corporate ~~directors~~Controller, Accounting of the Company from October 2024 and Vice President, Technical Accounting & Financial Reporting from July 2022. She joined Inogen in May 2015 and has risen internally to ~~hold~~her ~~office~~current ~~until~~role. ~~the~~Prior ~~Company’s~~to ~~2028~~joining ~~annual~~Inogen, ~~meeting~~Ms. Wright served in various roles of ~~stockholders~~increasing orseniority ~~until~~at ~~his~~Deloitte or& Touche LLP. Ms. Wright is a graduate of Ohio University, where she earned her ~~respective~~Bachelor ~~successor~~of ~~has~~Business ~~been~~Administration, ~~duly~~Accounting ~~elected~~and International Business, and ~~qualified:~~she is a member of the American Institute of Certified Public Accountants (AICPA).

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Kevin King	12,829,383	5,575,022	2,533,283
Mary Kay Ladone	12,833,858	5,570,547	2,533,283
Kevin R.M. Smith	13,033,743	5,370,662	2,533,283

On July 25, 2025, the Company entered into, an appointment letter (the “Wright Appointment Letter”), effective July 28, 2025. Pursuant to the Wright Appointment Letter and her existing employment relationship, Ms. Wright will receive an annual base salary of $312,000 and her target annual performance bonus opportunity will remain 35% of her annual base salary.

~~Ratification~~In ofaddition, ~~Appointment~~the Company has entered into its standard form of ~~Independent~~indemnification ~~Registered~~agreement ~~Public~~with ~~Accounting~~Ms. ~~Firm~~Wright. The ~~appointment~~form ofindemnification ~~Deloitte~~agreement &was ~~Touche~~filed ~~LLP~~with the Securities and Exchange Commission on November 27, 2013 as Exhibit 10.1 to the Company’s ~~independent~~Registration ~~registered~~Statement ~~public~~on ~~accounting~~Form ~~firm~~S-1 ~~for~~and ~~the~~is ~~fiscal~~incorporated ~~year~~herein ~~ending~~by ~~December~~reference. 31Ms. Wright has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act, ~~2025~~nor are any such transactions currently proposed. There is no arrangement or understanding between Ms. Wright or any other person pursuant to which Ms. Wright was ~~ratified~~selected ~~based~~as onan ~~the~~officer. ~~following~~There ~~results~~are no family relationships between Ms. Wright and any of ~~voting:~~the Company’s directors or executive officers.

Votes For		Votes Against		Abstentions		Broker Non-Votes
20,860,575		71,500		5,613		—

SIGNATURES

~~Advisory~~Pursuant ~~Vote~~to onthe ~~Executive~~requirements ~~Compensation.~~of Onthe anSecurities ~~advisory,~~Exchange ~~non-binding~~Act ~~basis~~of 1934, the ~~Company’s~~registrant ~~stockholders~~has ~~approved~~duly ~~the~~caused ~~named~~this ~~executive~~report ~~officers’~~to ~~compensation~~be assigned ~~disclosed~~on inits ~~the~~behalf ~~proxy~~by ~~statement. The votes regarding~~ the ~~proposal~~undersigned ~~were~~thereunto asduly ~~follows:~~authorized.

Votes For		Votes Against		Abstentions	Broker Non-Votes
			INOGEN, INC.
16,712,886		1,637,377		54,142	2,533,283
Date:	July 29, 2025	By:	/s/ Michael Bourque
			Michael BourqueExecutive Vice PresidentChief Financial OfficerTreasurer(Principal Accounting and Financial Officer)

Approval of the Amended and Restated 2023 Equity Incentive Plan. The Company’s stockholders approved the adoption of the Amended and Restated 2023 Equity Incentive Plan. The votes regarding the proposal were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
16,489,620		1,888,391		26,394		2,533,283

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
10.1		Amended and Restated 2023 Equity Incentive Plan
10.2		Form of Stock Option Agreement under the Amended and Restated 2023 Equity Incentive Plan
10.3		Form of Restricted Stock Unit Agreement (Time-Based) under the Amended and Restated 2023 Equity Incentive Plan
10.4		Form of Restricted Stock Unit Agreement (Performance-Based) under the Amended and Restated 2023 Equity Incentive Plan
104		The cover page of this Current Report on Form 8-K, formatted in inline XBRL.

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.

			INOGEN, INC.
Date:	May 19, 2025	By:	/s/ Michael Bourque
			Michael BourqueExecutive Vice PresidentChief Financial OfficerTreasurer(Principal Accounting and Financial Officer)

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