Item 8.01 Other Events.

Board Leadership Structure

On January 10, 2023, the Board of Directors (the "Board") of Trupanion, Inc. (the "Company") appointed Darryl Rawlings as Chairman of the Board. Mr. Rawlings is replacing Murray Low, who has been appointed the lead independent director of the Board. Mr. Rawlings' appointment is in connection with succession planning for the Company's Chief Executive Officer. The Company's current intent is for Mr. Rawlings to serve as both Chairman of the Board and Chief Executive Officer until 2025, after which time he will only serve as Chairman of the Board.

In addition, Dr. Low has assumed the role of Chair of the Nominating & Corporate Governance Committee. Mr. Howard Rubin has assumed the role of Chair of the Compensation Committee.

Declassification of Board

Following engagement with shareholders and evaluation of best practices, the Company plans to put to a shareholder vote at the 2023 Annual Shareholder Meeting a proposal to eliminate its staggered board and move to an annual election process. In connection with this plan, no directors would remain on the Board without being re-elected at the Annual Shareholder Meeting in June of 2023.

These matters are being announced in a press release attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



(d)   Exhibits

      Exhibit No.   Description
          99.1      Press release issued by Trupanion, Inc. dated January 10, 2023
           104      Cover Page Interactive Data File (formatted as Inline XBRL)

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