INSMED Inc. Reports Board and Executive Compensation Changes

TL;DR

INSMED filed an 8-K on 5/13/24 for board/exec comp changes.

AI Summary

On May 13, 2024, INSMED Incorporated filed an 8-K report detailing changes in its board of directors and executive compensation. The filing includes the election of new directors and updates to compensatory arrangements for certain officers, though specific names and dollar amounts for these changes are not detailed in the provided text.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy, governance, and future performance expectations.

Risk Assessment

Risk Level: low — The filing is routine corporate governance and compensation disclosure, not indicating immediate financial distress or significant operational shifts.

Key Players & Entities

• INSMED Incorporated (company) — Registrant
• May 13, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share INSM Nasdaq Global Select

Filing Documents

• ef20029006_8k.htm (8-K) — 45KB
• 0001140361-24-025709.txt ( ) — 177KB
• insm-20240513.xsd (EX-101.SCH) — 4KB
• insm-20240513_lab.xml (EX-101.LAB) — 21KB
• insm-20240513_pre.xml (EX-101.PRE) — 16KB
• ef20029006_8k_htm.xml (XML) — 4KB

07 – Submission of Matters to a Vote of Security Holders

ITEM 5.07 – Submission of Matters to a Vote of Security Holders. A total of 148,555,217 shares of the Company's common stock were entitled to vote as of March 12, 2024, the record date for the Annual Meeting. There were 139,739,078 shares present in person or by proxy at the Annual Meeting, at which shareholders voted on four proposals. Set forth below are the matters acted upon by the shareholders, and the final voting results of each such matter. Proposal 1. Election of Four Class III Directors. By the following votes, shareholders elected David R. Brennan, Leo Lee, Carol A. Schafer, and Melvin Sharoky, M.D. to serve as Class III directors until the Company's 2027 Annual Meeting of Shareholders: For Withheld Broker Non-Votes David R. Brennan 120,537,761 8,278,236 10,923,081 Leo Lee 125,634,442 3,181,555 10,923,081 Carol A. Schafer 113,910,394 14,905,603 10,923,081 Melvin Sharoky, M.D. 117,140,717 11,675,280 10,923,081 Proposal 2. Advisory Vote on the 2023 Compensation of Named Executive Officers. By the following vote, shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers, as disclosed in the Proxy Statement: For Against Abstentions Broker Non-Votes 120,643,045 8,076,144 96,808 10,923,081 Proposal 3. Ratification of the Appointment of an Independent Registered Public Accounting Firm. By the following vote, shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024: For Against Abstentions 135,507,026 4,170,279 61,773 Proposal 4. Approval of Amendment No. 1 to the Insmed Incorporated Amended and Restated 2019 Incentive Plan. By the following vote, shareholders approved Amendment No. 1 to the 2019 Incentive Plan: For Against Abstentions Broker Non-Votes 122,169,823 6,589,414 56,760 10,923,081

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: May 13, 2024 INSMED INCORPORATED By: /s/ Michael A. Smith Name: Michael A. Smith Title: Chief Legal Officer and Corporate Secretary