INGN Inogen Inc

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The board of directors (the “Board”) of Inogen, Inc. (the “Company”) previously approved, subject to stockholder approval, the Company’s 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). At the Annual Meeting (as defined in Item 5.07 below), the Company’s stockholders approved the 2023 Equity Incentive Plan. The 2023 Equity Incentive Plan will become effective on the third business day following the Annual Meeting, which is June 5, 2023. As of such date, the 2023 Equity Incentive Plan will replace the Company’s 2014 Equity Incentive Plan (the “2014 Plan”) in its entirety and the 2014 Plan will terminate immediately upon the 2023 Equity Incentive Plan becoming effective. No further awards will be made under the 2014 Plan, but the 2014 Plan will continue to govern awards previously granted under it.

The purposes of the 2023 Equity Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants who perform services to the Company, and to promote the success of the Company’s business. These incentives are provided through the grant of stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares.

Subject to the adjustment provisions of the 2023 Equity Incentive Plan, the number of shares of common stock reserved for issuance under the 2023 Equity Incentive Plan is: (i) 400,000 shares, plus (ii) (A) any shares that, as of immediately before the termination or expiration of the 2014 Plan, have been reserved but not issued under any 2014 Plan awards and are not subject to any awards granted under the 2014 Plan, plus (B) any shares subject to awards granted under the 2014 Plan or the Company’s 2012 Equity Incentive Plan (the “2012 Plan”) that, after the 2014 Plan is terminated or expired, expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the Company due to failure to vest, plus (C) any shares that, after the 2014 Plan is terminated or expired, are tendered to or withheld by the Company for payment of an exercise or purchase price or for tax withholding obligations with respect to an award granted under the 2014 Plan or 2012 Plan, with the maximum number of shares that may be added to the 2023 Equity Incentive Plan under clause (ii) above equal to 2,950,000 shares.

The material terms of the 2023 Equity Incentive Plan are described in “Proposal No. 5 – Approval of the 2023 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 18, 2023, which description is incorporated herein by reference.

The form of stock option agreement, form of restricted stock unit agreement (time-based) and the form of restricted stock unit agreement (performance-based) for use with the 2023 Equity Incentive Plan set forth the standard terms and conditions that apply to grants of these types of awards pursuant to the 2023 Equity Incentive Plan, although awards may be granted under the 2023 Equity Incentive Plan that deviate from these standard terms and conditions.

The foregoing descriptions of the 2023 Equity Incentive Plan and the forms of award agreements thereunder are qualified in their entirety by reference to the text of the 2023 Equity Incentive Plan and the forms of award agreements, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.