TANDEM DIABETES CARE INC 8-K

What Happened

• Tandem Diabetes Care, Inc. (TNDM) announced that its board adopted Amended and Restated Bylaws on December 26, 2025, effective immediately, replacing the prior bylaws. The filing was made on Form 8-K dated December 30, 2025.
• The amendments revise advance notice and nomination procedures for stockholder director nominations, add proxy solicitation disclosure requirements tied to Rule 14a-19, and make various procedural and housekeeping updates reflecting recent Delaware law changes.

Key Details

• Advance notice changes require a stockholder nominating directors to state whether it intends to solicit proxies under SEC Rule 14a-19 and to provide reasonable evidence that Rule 14a-19 requirements are met.
• The company may disregard a stockholder nominee if the nominating stockholder fails to comply with Rule 14a-19, fails to timely provide required evidence, or fails (directly or via a qualified representative) to appear at the meeting to present the nomination.
• Limits and procedural points: a stockholder may not nominate more nominees than the number of directors to be elected; substitute nominees are not allowed unless the advance notice rules are satisfied; the proposing stockholder must provide the full text of any proposal.
• Other updates include: board authority to cancel/reschedule meetings; white proxy cards reserved for the board (stockholder solicitors must use a different color); indemnification and notice provisions updated to align with Section 232 of the Delaware General Corporation Law; voting standard timing clarified (voting standard determined as of the tenth day before mailing meeting notice); removal of requirement to make a record of stockholders’ home addresses available at meetings.

Why It Matters

• These bylaw changes increase disclosure and procedural requirements for shareholders trying to nominate directors or run proxy contests (including explicit Rule 14a-19 compliance), which may raise the bar for activist nominations or contested elections.
• Operational changes (meeting cancellation authority, proxy card color rule, and clarified voting standards) affect how shareholder meetings and proxy solicitations are conducted and may influence the logistics and timing of shareholder campaigns. Investors should review the full Amended and Restated Bylaws (Exhibit 3.1) for specifics.