Insulet Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Medical/Dental Instruments
Health Care
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
Date of Report (Date of earliest event reported): May 22, 2025
(Exact name of registrant as specified in its charter)
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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).
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Securities registered pursuant to Section 12(b) of the Act:
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
Approval of 2025 Annual Stock Option and Incentive Plan. As described in Item 5.07 below, at the 2025 annual meeting of shareholders (the “2025 Annual Meeting”) of Insulet Corporation (the “Company”) held on May 22, 2025, the Company’s shareholders approved the Insulet Corporation 2025 Stock Option and Incentive Plan (the “2025 Plan”) to replace the Insulet Corporation 2017 Stock Option and Incentive Plan as a means by which the Company makes equity and cash awards to key persons. The maximum number of shares of common stock that may be issued under the 2025 Plan is 7,400,000, subject to adjustment as provided in the 2025 Plan.
A detailed summary of the material terms of the 2025 Plan appears in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2025 (the “Proxy Statement”). The description above as well as the summary in the Proxy Statement are qualified in their entirety by reference to the 2025 Plan, which is filed as Exhibit 99.1 to our Registration Statement on Form S-8 filed with the SEC on May 22, 2025.
Approval of revised forms of Equity Agreements. On May 21, 2025, the Talent and Compensation Committee (the “Committee”) of the Board of Directors of the Company approved the Company’s forms of Non-Qualified Stock Option Agreement, Restricted Stock Unit Agreement), Performance Stock Unit Agreement and Restricted Stock Unit Agreement for Non-Employee Directors (collectively the “Equity Agreements”) to be used for equity awards under the 2025 Plan.
The above description of the Equity Agreements does not purport to be complete and is qualified in its entirety by reference to the agreements attached to this report as Exhibit 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders | ||||
The Company held its 2025 Annual Meeting of Stockholders on May 22, 2025. Of the 70,361,846 shares outstanding and entitled to vote, 65,468,288 shares were represented at the meeting, constituting a quorum of 93.04%.
Shareholders:
•Elected each of the three Class III director nominees to the Board for a three-year term;
•Provided advisory approval of the compensation of certain of the Company’s executive officers (“Say-on-Pay”);
•Approved the Insulet Corporation 2025 Stock Option and Incentive Plan; and
•Ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
The results of the votes for each of these proposals were as follows:
Proposal 1. | Election of Directors | |||||||
| Nominee | For | Withheld | Broker Non-Votes | ||||||||
Jessica Hopfield | 62,664,751 | 753,060 | 2,050,477 | ||||||||
Ashley A. McEvoy | 63,350,789 | 67,022 | 2,050,477 | ||||||||
Elizabeth H. Weatherman | 60,088,187 | 3,329,624 | 2,050,477 | ||||||||
The terms in office of the Class I (Luciana Borio, Michael R. Minogue and Timothy C. Stonesifer) and the Class II Directors (Wayne A.I. Frederick, Flavia H. Pease, and Timothy J. Scannell) continued after the 2025 Annual Meeting.
Proposal 2. | Advisory Vote on Executive Compensation – Say on Pay | |||||||
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 58,818,822 | 4,301,579 | 297,410 | 2,050,477 | ||||||||
Proposal 3. | Approval of the Insulet Corporation 2025 Stock Option and Incentive Plan | |||||||
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 59,870,880 | 3,256,359 | 290,572 | 2,050,477 | ||||||||
Proposal 4. | Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. | |||||||
| For | Against | Abstentions | |||||||||
| 65,013,818 | 415,781 | 38,689 | |||||||||
No other matters were submitted for shareholder action.
| Item 9.01 | Financial Statements and Exhibits | ||||
| (d) | Exhibits. | |||||||
| Exhibit No. | Description | |||||||
Form of Insulet Corporation 2025 Stock Option and Incentive Plan Non-Qualified Stock Option Agreement | ||||||||
| Form of Insulet Corporation 2025 Stock Option and Incentive Plan Restricted Stock Unit Agreement | ||||||||
| Form of Insulet Corporation 2025 Stock Option and Incentive Plan Performance Stock Unit Agreement | ||||||||
| Form of Insulet Corporation 2025 Stock Option and Incentive Plan Restricted Stock Unit Agreement for Non-Employee Directors | ||||||||
| 104 | Cover Page Interactive Date File (formatted as Inline XBRL) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned thereunto duly authorized.
| INSULET CORPORATION | |||||||||||||||||
| Date: May 28, 2025 | By: | /s/ Patricia K. Dolan | |||||||||||||||
| Patricia K. Dolan | |||||||||||||||||
| Vice President and Secretary | |||||||||||||||||