Insulet Corp Reports Director Departure and Officer Compensation Changes

Ticker: PODD · Form: 8-K · Filed: 2025-12-17T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, director-change, officer-compensation

Related Tickers: PODD

TL;DR

Insulet's board is changing: director Robert E. H. Johnson III is out, new directors are in, and exec pay is getting tweaked.

AI Summary

On December 11, 2025, Insulet Corporation filed an 8-K report detailing the departure of director Robert E. H. Johnson III. The filing also announced the election of new directors and updates to compensatory arrangements for certain officers. The report was filed on December 17, 2025.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance matters such as director changes and compensation adjustments, which typically carry low immediate risk.

Key Players & Entities

FAQ

Who is the departing director from Insulet Corporation?

Robert E. H. Johnson III is the departing director.

What is the date of the earliest event reported in this 8-K filing?

The earliest event reported is dated December 11, 2025.

When was this Form 8-K filed with the SEC?

This Form 8-K was filed on December 17, 2025.

What are the main topics covered in this 8-K filing?

The filing covers the departure of directors, election of directors, and compensatory arrangements of certain officers.

In which state is Insulet Corporation incorporated?

Insulet Corporation is incorporated in Delaware.

From the Filing

0001145197-25-000077.txt : 20251217 0001145197-25-000077.hdr.sgml : 20251217 20251217160258 ACCESSION NUMBER: 0001145197-25-000077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20251211 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20251217 DATE AS OF CHANGE: 20251217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSULET CORP CENTRAL INDEX KEY: 0001145197 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] ORGANIZATION NAME: 08 Industrial Applications and Services EIN: 043523891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33462 FILM NUMBER: 251579193 BUSINESS ADDRESS: STREET 1: 100 NAGOG PARK CITY: ACTON STATE: MA ZIP: 01720 BUSINESS PHONE: 978-600-7000 MAIL ADDRESS: STREET 1: 100 NAGOG PARK CITY: ACTON STATE: MA ZIP: 01720 8-K 1 podd-20251211.htm 8-K podd-20251211 0001145197 FALSE 0001145197 2025-12-17 2025-12-17 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):  December 11, 2025   INSULET CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-33462 04-3523891 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 100 Nagog Park Acton Massachusetts 01720 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (978) 600-7000 Not Applicable (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 (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 Par Value Per Share PODD The NASDAQ Stock Market, LLC Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Compensatory Arrangements of Certain Officers Approval of Amended and Restated Annual Incentive Plan. On December 11, 2025, the Committee approved the amendment and restatement of the Company’s Annual Incentive Plan (the “Plan”), effective January 1, 2026, except as otherwise specified therein. The Plan was revised to clarify the definition of “for Cause” termination, expand eligibility for a prorated annual award payment following retirement if certain age and service requirements are met, augment the language relating to compensation

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