Current Report Filing (8-k)
May 14 2020 - 4:02PM
Edgar (US Regulatory)
0001104506
false
0001104506
2020-05-11
2020-05-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 12, 2020
INSMED INCORPORATED
(Exact name of registrant as specified
in its charter)
Virginia
|
|
000-30739
|
|
54-1972729
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
700 US Highway 202/206
Bridgewater, New Jersey 08807
(Address of principal executive offices)
Zip Code)
(908) 977-9900:
Registrant’s telephone number, including
area code
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))
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, par value $0.01 per share
|
|
INSM
|
|
Nasdaq Global Select Market
|
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR 240.12b-2).
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. ¨
ITEM 5.02 — Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 12, 2020, at the annual meeting of
shareholders of Insmed Incorporated (the “Company” and the “Annual Meeting”), the Company’s shareholders
approved Amendment No. 1 to the Insmed Incorporated 2019 Incentive Plan (the “2019 Incentive Plan”), which was previously
adopted by the Company’s Board of Directors.
A summary of the material terms and conditions
of the 2019 Incentive Plan is included in the Company’s definitive proxy statement filed with the Securities and Exchange
Commission on March 31, 2020 (the “Proxy Statement”) under “Proposal No. 4: Amendment No. 1 to the Insmed Incorporated
2019 Incentive Plan,” which summary is incorporated herein by reference. This summary is qualified in its entirety by, and
should be read in conjunction with, (i) the 2019 Incentive Plan, which was attached as Exhibit 10.5 to the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2019 and (ii) Amendment No. 1 to the 2019 Incentive Plan, which was
included as Appendix A to the Proxy Statement.
ITEM 5.07 – Submission of Matters to a Vote of Security
Holders.
A total of 89,859,549 shares of the Company’s
common stock were entitled to vote as of March 18, 2020, the record date for the Annual Meeting. There were 80,539,048 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 Three Class II Directors.
By the following votes, shareholders elected
Clarissa Desjardins, Ph.D., David W.J. McGirr, and Elizabeth McKee Anderson to serve as Class II directors until the Company’s
2023 Annual Meeting of Shareholders:
|
|
For
|
|
|
Withheld
|
|
|
Broker Non-Votes
|
|
Clarissa Desjardins, Ph.D.
|
|
|
73,417,377
|
|
|
|
64,506
|
|
|
|
7,057,165
|
|
David W.J. McGirr
|
|
|
72,314,252
|
|
|
|
1,167,631
|
|
|
|
7,057,165
|
|
Elizabeth McKee Anderson
|
|
|
71,939,578
|
|
|
|
1,542,305
|
|
|
|
7,057,165
|
|
Proposal 2. Advisory Vote on the 2019 Compensation of Named
Executive Officers.
By the following vote, shareholders approved,
on an advisory, non-binding basis, the 2019 compensation of the Company’s named executive officers, as disclosed in the Proxy
Statement:
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
|
71,318,713
|
|
|
|
2,093,799
|
|
|
|
69,371
|
|
|
|
7,057,165
|
|
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, 2020:
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
79,353,763
|
|
|
|
1,129,417
|
|
|
|
55,868
|
|
Proposal 4. Approval of Amendment No. 1 to the Insmed Incorporated
2019 Incentive Plan.
By the following vote, shareholders approved
Amendment No. 1 to the 2019 Incentive Plan to increase the number of shares authorized for issuance thereunder:
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
|
70,013,289
|
|
|
|
3,398,248
|
|
|
|
70,346
|
|
|
|
7,057,165
|
|
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 14, 2020
|
INSMED INCORPORATED
|
|
|
|
By:
|
/s/ Christine Pellizzari
|
|
Name:
|
Christine Pellizzari
|
|
Title:
|
Chief Legal Officer
|
Insmed (NASDAQ:INSM)
Historical Stock Chart
From Mar 2024 to Apr 2024
Insmed (NASDAQ:INSM)
Historical Stock Chart
From Apr 2023 to Apr 2024