ResMed 8-K 2025-11-19

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

November 19, 2025

Date of Report (Date of earliest event reported)

ResMed Inc.

(Exact Name of Registrant as Specified in Charter)

9001 Spectrum Center Boulevard

San Diego, California 92123

(Address of Principal Executive Offices) (Zip Code)

(858) 836-5000

(Registrant’s telephone number, including area code)

N/A

(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:

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

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. ☐

Richard Sulpizio did not seek re-election at the Annual Meeting (as defined below); his term expired on November 19, 2025 at the conclusion of the Annual Meeting, creating a vacancy on our board of directors. On November 19, 2025, our board of directors approved reducing the number of directors serving on our board from twelve (12) to eleven (11).

ResMed Inc. 2009 Incentive Award Plan

On November 19, 2025, at the 2025 annual meeting of stockholders of ResMed Inc. (the “Annual Meeting”), our stockholders approved an amendment and restatement (the “2009 Plan Amendment”) of the ResMed Inc. 2009 Incentive Award Plan, as Amended and Restated (the “2009 Plan”) and as noted in Item 5.07 below. The 2009 Plan Amendment (i) increases the number of shares of common stock reserved for issuance under the 2009 Plan by 2,400,000 shares, (ii) eliminates the fixed term of the 2009 Plan, and (iii) authorizes the grant of incentive stock options under the 2009 Plan. On August 15, 2025, based on the recommendation of the compensation and leadership committee (the “CLDC”), our board adopted the 2009 Plan Amendment, subject to stockholder approval. The 2009 Plan Amendment became effective upon stockholder approval at the Annual Meeting. A detailed summary of the 2009 Plan Amendment is set forth in our Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on October 2, 2025 (the “Proxy Statement”) under the caption “Proposal 4 Approval of the Amendment and Restatement of the ResMed Inc. 2009 Incentive Award Plan, Including Increase of Reserved Shares and Elimination of Fixed Term,” which summary is incorporated herein by reference. Such summary and the foregoing description of the 2009 Plan Amendment are qualified in their entirety by reference to the full text of the 2009 Plan Amendment, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

ResMed Inc. 2018 Employee Stock Purchase Plan

At the Annual Meeting, our stockholders also approved an amendment and restatement of the ResMed Inc. 2018 Employee Stock Purchase Plan (the “ESPP Amendment”). The ESPP Amendment (i) increases the number of shares of our common stock that may be issued or transferred by awards under the ESPP Amendment by 3,000,000 shares, (ii) eliminates the fixed term of the ESPP Amendment; and (iii) provides for the grant of options (or rights) to purchase shares of our common stock that are intended to be tax qualified under Section 423 of the Code. On August 15, 2025, based on the recommendation of the CLDC, our board adopted the ESPP Amendment, subject to stockholder approval. The ESPP Amendment became effective upon stockholder approval at the Annual Meeting.

A detailed summary of the ESPP Amendment is set forth in the Proxy Statement under the caption “Proposal 5 Approval of the Amendment and Restatement of the ResMed Inc. 2018 Employee Stock Purchase Plan, Including Increase of Reserved Shares and Elimination of Fixed Term,” which summary is incorporated herein by reference. Such summary and the foregoing description of the ESPP Amendment are qualified in their entirety by reference to the full text of the ESPP Amendment, which is filed hereto as Exhibit 10.2 and incorporated herein by reference.

On November 19, 2025, at the Annual Meeting, our stockholders (1) elected the eleven nominees listed below to serve on our board of directors; (2) ratified the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2026; (3) approved, on an advisory basis, the compensation of our named executive officers (“say-on-pay”); (4) approved the 2009 Plan Amendment; and (5) approved the ESPP Amendment.

(d) Exhibits

SIGNATURES

We have authorized the person whose signature appears below to sign this report on our behalf, in accordance with the Securities Exchange Act of 1934.