Form 8-K - Current report

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): September 29, 2023

INSULET CORPORATION

(Exact Name of Registrant as Specified in 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, including 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:


☐			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.

On September 29, 2023, Wayde McMillan, the Executive Vice President, Chief Financial Officer and Treasurer of Insulet Corporation (the “Company”) informed the Company of his decision to resign from such position, effective October 20, 2023. Mr. McMillan’s departure is not related to the Company’s financial or operating results or to any disagreements with the Company regarding the Company’s financial, operational, accounting, or reporting policies or practices. Mr. McMillan will join 3M as Chief Financial Officer of its Health Care business.

The Company’s Chief Accounting Officer and Controller, Lauren Budden, 48, will serve as Interim Chief Financial Officer (“CFO”) and Treasurer, effective upon Mr. McMillan’s departure. Ms. Budden has been the Company’s Chief Accounting Officer and Controller since April 2019, and she will continue in these roles while the Company undertakes an executive search process for a permanent CFO. Prior to joining the Company, Ms. Budden served as the Vice President and Chief Accounting Officer at Gulf Oil, beginning in 2016. From 2007 to 2016, Ms. Budden held roles of increasing responsibility at Medtronic plc and Covidien plc (acquired by Medtronic in 2015), including Vice President, Financial Planning and Analysis for Medtronic’s Minimally Invasive Therapies Group, and Vice President, External Reporting at Covidien. Ms. Budden began her career at PricewaterhouseCoopers. She received her Bachelor of Science from Boston College and her Master of Business Administration from the University of Massachusetts, Amherst. Ms. Budden is a Certified Public Accountant.

No family relationships exist between Ms. Budden and any of the Company’s directors or other executive officers. There are no other arrangements between Ms. Budden and any other person pursuant to which Ms. Budden was selected as an officer, nor are there any transactions to which the Company is or was a participant and in which Ms. Budden has a material interest subject to disclosure under Item 404(a) of Regulation S-K.


Item 7.01			Regulation FD Disclosure.

On October 3, 2023, the Company issued a press release announcing the CFO transition (as described in Item 5.02) and also affirming certain previously issued guidance. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.


Item 9.01			Financial Statements and Exhibits.


(d)			Exhibits.
			The following exhibits are filed as part of this report:


			No.			Exhibit
			99.1			Press release dated October 3, 2023

			104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

INSULET CORPORATION

October 3, 2023

By:

/s/ John W. Kapples

John W. Kapples

Senior Vice President and General Counsel

Exhibit 99.1

Insulet Announces CFO Transition

Reaffirms Guidance for Third Quarter and Fiscal Year 2023

ACTON, Mass. – October 3, 2023 – Insulet Corporation (NASDAQ: PODD) (Insulet or the Company), the global leader in tubeless insulin pump technology with its Omnipod® brand of products, today announced that Wayde McMillan has decided to step down from his role as Executive Vice President, Chief Financial Officer and Treasurer, effective October 20, 2023. Mr. McMillan will join 3M as Chief Financial Officer of its Health Care business, which 3M has announced it plans to spin off into an independent company. Lauren Budden, Group Vice President, Chief Accounting Officer and Controller, will assume the additional responsibilities of Interim CFO and Treasurer until a permanent successor is appointed. Ms. Budden joined Insulet in April 2019 and is a seasoned executive with more than 25 years of finance and accounting experience. Insulet has initiated a search process to identify the Company’s next CFO.

“Wayde has been a trusted partner to me and an excellent leader of our global finance team, helping to advance our mission of improving the lives of people with diabetes,” said Jim Hollingshead, President and Chief Executive Officer. “Wayde has helped make our Company stronger and more resilient, ensuring we have the capabilities and financial strength to capitalize on the tremendous long-term growth opportunities Insulet is pursuing. On behalf of the Board and our entire team, I thank Wayde for his many contributions and wish him well in his future endeavors.”

Mr. McMillan said, “It has been an honor to be a part of Insulet and work alongside such a talented team to deliver on our mission. I am extremely proud of all that we have accomplished together and the progress we’ve made growing the Company. This was a difficult personal decision for me, but also an opportunity to take on new challenges at a large medical device company at a unique time in its evolution. I am confident that Insulet is extremely well positioned to continue driving growth, profitability, and value creation, and I look forward to watching the Company’s continued success.”

Mr. Hollingshead concluded, “We are fortunate to have someone of Lauren’s caliber step into the role of Interim CFO. Lauren is highly regarded throughout our Company and has extensive knowledge of our financials and global operations. We are confident that Lauren, with the support of our experienced finance team, is well equipped to support the continued execution of our strategic priorities.”

The Company is also reaffirming its previously announced Total Omnipod and Total Company revenue guidance for the third quarter and full year 2023, and gross margin and operating margin guidance for full year 2023, as outlined in Insulet’s second quarter 2023 earnings announcement on August 8, 2023.

About Lauren Budden

Lauren Budden has served as Group Vice President, Chief Accounting Officer and Controller of Insulet since March 2022. She joined Insulet in 2019 as Vice President, Chief Accounting Officer and Controller. Prior to Insulet, Ms. Budden was Vice President and Chief Accounting Officer at Gulf Oil, a privately held distributor of motor fuels. Previously, Ms. Budden held roles of increasing responsibility at Medtronic plc, a global medical device company, and Covidien plc, a global healthcare products company and manufacturer of medical devices and supplies acquired by Medtronic in 2015, including Vice President, Financial Planning and Analysis for Medtronic’s Minimally Invasive Therapies Group, and Vice President, External Reporting at Covidien. Ms. Budden began her career with PricewaterhouseCoopers, a multinational professional services brand of firms. She received her Bachelor of Science from Boston College and a Master of Business Administration from the University of Massachusetts, Amherst. Ms. Budden is a Certified Public Accountant.

About Insulet Corporation:

Insulet Corporation (NASDAQ: PODD), headquartered in Massachusetts, is an innovative medical device company dedicated to simplifying life for people with diabetes and other conditions through its Omnipod product platform. The Omnipod Insulin Management System provides a unique alternative to traditional insulin delivery methods. With its simple, wearable design, the tubeless disposable Pod provides up to three days of non-stop insulin delivery, without the need to see or handle a needle. Insulet’s flagship innovation, the Omnipod 5 Automated Insulin Delivery System, integrates with a continuous glucose monitor to manage blood sugar with no multiple daily injections, zero fingersticks, and can be controlled by a compatible smartphone or Omnipod 5 Controller. Insulet also leverages the unique design of its Pod by tailoring its Omnipod technology platform for the delivery of non-insulin subcutaneous drugs across other therapeutic areas. For more information, please visit: insulet.com and omnipod.com.

Forward-Looking Statement:

This press release may contain forward-looking statements concerning Insulet's expectations, anticipations, intentions, beliefs, or strategies regarding the future. These forward-looking statements are based on its current expectations and beliefs concerning future developments and their potential effects on Insulet. There can be no assurance that future developments affecting Insulet will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond its control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, and other risks and uncertainties described in its Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on February 24, 2023 in the section entitled "Risk Factors," and in its other filings from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of its assumptions prove incorrect, actual results may vary materially from those projected in these forward-looking statements. Insulet undertakes no obligation to publicly update or revise any forward-looking statements.

Contacts

Investor Relations:

Deborah R. Gordon

Vice President, Investor Relations

(978) 600-7717

dgordon@insulet.com

Media:

Angela Geryak Wiczek

Senior Director, Corporate Communications

(978) 932-0611

awiczek@insulet.com

Cover	Sep. 29, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 29, 2023
Entity Registrant Name	INSULET CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33462
Entity Central Index Key	0001145197
Amendment Flag	false
Entity Tax Identification Number	04-3523891
Entity Address, Address Line One	100 Nagog Park
Entity Address, City or Town	Acton
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01720
City Area Code	(978)
Local Phone Number	600-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 Par Value Per Share
Trading Symbol	PODD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false