rmd-20231005

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Preliminary Proxy Statement

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Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to § 240.14A-12



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Dear Stockholder,

We cordially invite you to attend the ResMed Inc. annual stockholders meeting on Thursday, November 16, 2023, at 12:00 p.m. US Pacific Time, which is Friday, November 17, 2023, at 7:00 a.m. Australian Eastern Time. To provide expanded stockholder access and participation, the annual meeting will be held completely virtually via live interactive audio webcast on the internet. You will be able to attend, vote, and submit your questions online during the annual meeting at www.virtualshareholdermeeting.com/RMD2023. You will not be able to attend the annual meeting in person.

Your vote is important. We are promoting the use of the internet to provide proxy materials to stockholders, as we believe this is an efficient, cost-effective, and environmentally responsible method for facilitating our annual meeting. Please read “VOTING INSTRUCTIONS AND GENERAL INFORMATION – Voting Instructions” in the proxy statement to understand your options for casting your vote.

Very truly yours,

Michael J. Farrell

Chair of the Board

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF RESMED INC.


Date:			Thursday, November 16, 2023, at 12:00 p.m. US Pacific Time Friday, November 17, 2023, at 7:00 a.m. Australian Eastern Time

Live webcast:			www.virtualshareholdermeeting.com/RMD2023

Items of business:			1.Elect ten directors, each to serve until our 2024 annual meeting and until their successors are elected and qualified. The nominees for election as directors at the 2023 annual meeting are Carol Burt, Jan De Witte, Karen Drexler, Michael "Mick" Farrell, Peter Farrell, Harjit Gill, John Hernandez, Richard "Rich" Sulpizio, Desney Tan, and Ronald "Ron" Taylor. 2.Ratify our selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2024. 3.Approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in this proxy statement (“say-on-pay”). 4.Approve, on an advisory basis, the frequency of future say-on-pay votes. 5.Transact other business that may properly come before the meeting.

Record date:			You are entitled to vote only if you were a ResMed stockholder at the close of business on September 20, 2023, at 4:00 p.m. US Eastern Time (or September 21, 2023, at 6:00 a.m. Australian Eastern Time).

Meeting attendance:			Stockholders may attend the annual meeting online at www.virtualshareholdermeeting.com/RMD2023 by using the 16-digit control number included on your notice of internet availability of proxy materials, on your proxy card, or on the voting instruction form provided by your broker, bank, or other nominee.

			Please read Voting instructions and general information in the proxy statement.

By order of the board of directors,

Michael Rider

Secretary

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TABLE OF CONTENTS


Voting instructions and general information			1
Voting instructions			1
General information			5
Proposals			7
Proposal 1: Election of directors			7
Proposal 2: Ratification of selection of KPMG LLP as our independent registered public accounting firm for fiscal year ending June 30, 2024			18
Proposal 3: Advisory vote to approve named executive officer compensation (“say-on-pay”)			19
Background			19
Proposal 4: Advisory vote to approve the frequency of future say-on-pay votes			20
Company information			21
Corporate governance			21
Board independence			21
Board composition			21
Meetings and director attendance			23
Governance changes during fiscal year 2023			24
Board oversight of risk			25
Board leadership structure			25
Committees of our board of directors			26
Communications with our board of directors			31
Code of ethics			31
Pledging and hedging company stock prohibited			31
Director compensation – 2023			32
Fiscal year 2023 program – cash			32
Fiscal year 2023 program – equity			32
Compensation philosophy			32
Compensation process – peer group companies			32
Changes for fiscal year 2024			33
Equity ownership and retention guidelines			34
New directors			34
Executive directors			34
Non-executive chair’s compensation			34
Fiscal year 2023 director compensation table			35
Executive officers			37
Executive officer biographies			37
Compensation discussion and analysis (CD&A)			40
Introduction			40
Overview of fiscal year 2023 – executive summary			40
Philosophy and objectives of our executive compensation program			49
Fiscal Year 2023 compensation process and peer group companies			51
Elements of compensation			54
Terms of performance stock units			59
Terms of stock options and restricted stock units			61
Equity compensation award policies			62

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Equity ownership and hold guidelines			62
Change of control, termination, and retirement arrangements			62
Perquisites and other benefits			64
Deferred compensation plan			65
Tax considerations			65
Executive compensation tables			67
Summary compensation table			67
Grants of plan-based awards			68
Outstanding equity awards at fiscal year-end			70
Option exercises and stock vested			72
Non-qualified deferred compensation			72
Potential payments on termination or change of control			73
Other Executive Compensation Matters			79
Risk considerations in compensation programs			79
Chief executive officer pay ratio			79
Compensation committee report			79
Audit committee report			84
Audit fees			85
Pre-approval policy			85
Common stock ownership of principal stockholders and management			86
Equity compensation plan information			88
Transactions with related persons			89
Transaction of other business that may properly come before the meeting			90
Stockholder proposals for 2024 annual meeting			91
Proposals included in the proxy statement			91
Proposals not included in the proxy statement			91
Cautionary note regarding forward-looking statements			93
No incorporation by reference			93

SEC Form DEF 14A filed by ResMed Inc.