Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 25, 2020, the board of directors (the "Board") of Trupanion, Inc.
(the "Company") appointed Eric Johnson to the Board as a Class II director,
effective immediately. Mr. Johnson was also appointed as a member of the
Nominating and Corporate Governance and Compensation Committees of the Board.
There is no arrangement or understanding with any person pursuant to which Mr.
Johnson was appointed as a member of the Board. There are also no family
relationships between Mr. Johnson and any director or executive officer of the
Company and he has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K. The Company
entered into its standard form of indemnification agreement with Mr. Johnson. A
form of the indemnification agreement was previously filed by the Company as
Exhibit 10.1 to the Company's Registration Statement on Form S-1 (File No.
333-196814), originally filed with the Securities and Exchange Commission on
June 16, 2014, as amended. Mr. Johnson will participate in the Company's
Compensation Program for Non-Employee Directors. The form of the Company's
Compensation Program for Non-Employee Directors was previously filed by the
Company as Exhibit 10.20 to Form 10-K (File No. 001-36537), originally filed
with the Securities and Exchange Commission on February 14, 2019.
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