As filed with the Securities and Exchange Commission on November 2, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________________
INSULET CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of Incorporation or Organization)
04-3523891
(I.R.S. Employer Identification No.)

100 Nagog Park
Acton, Massachusetts 01720
(Address of Principal Executive Offices, Zip Code)

Insulet Corporation Deferred Compensation Plan for Non-Employee Directors
(Full title of the plan)

John W. Kapples
Senior Vice President and General Counsel
100 Nagog Park
Acton, Massachusetts 01720
(978) 600-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:

Sean Feller
Gibson, Dunn & Crutcher LLP
2029 Century Park East, Suite 4000
Los Angeles, CA 90067-3026
(310) 552-8500

______________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
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 7(a)(2)(B) of the Securities Act. ☐

 


 


EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is filed by Insulet Corporation, a Delaware corporation (the “Registrant”), to register 100,000 shares of the Registrant’s Common Stock, par value $0.001 per share (the “Common Stock”), issuable under the Insulet Corporation Deferred Compensation Plan for Non-Employee Directors (the “Plan”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.    Plan Information.
The documents containing the information specified in Part I of Form S-8 will be delivered to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the instructions of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.    Incorporation of Certain Documents by Reference.
The following documents, which have previously been filed by the Registrant with the Commission pursuant to the Securities Act and pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:
(a)the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Commission on February 24, 2023;
(b)the Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2023 filed with the Commission on May 5, 2023, and for the fiscal quarter ended June 30, 2023 filed with the Commission on August 9, 2023;
(c)the Registrant’s Current Reports on Form 8-K filed with the Commission on February 14, 2023, February 22, 2023, May 4, 2023, May 25, 2023, June 7, 2023, June 12, 2023, August 8, 2023, October 3, 2023; and
(d)the Description of Securities contained in the Company’s registration statement on Form 8-A filed with the Commission on May 11, 2007, together with any amendment or report filed with the Commission for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicate that all securities offered hereby have been sold or which deregister all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information that the Registrant discloses under Items 2.02 or 7.01 of any Current Report on Form 8-K that it may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.
Any statement, including financial statements, contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or therein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4.    Description of Securities.
 Not applicable.
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Item 5.    Interests of Named Experts and Counsel.
 Not applicable.
Item 6.    Indemnification of Directors and Officers.
Set forth below is a description of certain provisions of the certificate of incorporation of the Company, as amended (the “Certificate of Incorporation”), the Second Amended and Restated By-Laws of the Company (the “Bylaws”) and the Delaware General Corporation Law (“DGCL”), as such provisions relate to the indemnification of the directors and officers of the Company. This description is intended only as a summary and is qualified in its entirety by reference to the Certificate of Incorporation, the Bylaws and the DGCL.
Section 102(b)(7) of the DGCL permits a corporation, in its certificate of incorporation, to limit or eliminate, subject to certain statutory limitations, the liability of directors to the corporation or its stockholders for monetary damages for breaches of fiduciary duty, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.
Section 145(a) of the DGCL empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of his service as a director, officer, employee or agent of the corporation, or his service, at the corporation’s request, as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding provided that such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director or officer had no reasonable cause to believe his conduct was unlawful.
Section 145(b) of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit provided that such director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
Section 145 of the DGCL further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in Section 145(a) or Section 145(b) of the DGCL or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, provided that indemnification provided for by Section 145 of the DGCL or granted pursuant thereto shall not be deemed exclusive of any other rights to which the indemnified party may be entitled, and empowers the corporation to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such whether or not the corporation would have the power to indemnify him against such liabilities under Section 145 of the DGCL.
The Certificate of Incorporation provides that no director of the Company shall be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director except to the extent that such exemption from liability or limitation thereof is not permitted under the DGCL as currently in effect or as the same may hereafter be amended. This provision in the Certificate of Incorporation does not eliminate the directors’ fiduciary duties, and in appropriate circumstances, equitable remedies such as injunctive or other forms of nonmonetary relief will remain available under Delaware law. In addition, each director will be subject to liability for breach of the director’s duty of loyalty to the Company, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under
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Delaware law. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.
The Bylaws also provide that the Company shall indemnify and advance expenses to its officers and directors to the fullest extent permitted by applicable law.
As permitted by the DGCL, the Registrant has in the past entered, and may in the future enter, into indemnification agreements with one or more of the Registrant’s directors and officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in the Bylaws and to provide additional procedural protections.
The indemnification provisions in the Bylaws and the indemnification agreements entered into between the Registrant and each of the Registrant’s directors and officers may be sufficiently broad to permit indemnification of the Registrant’s directors and officers for liabilities arising under the Securities Act.
The Registrant has obtained liability insurance for the Registrant’s officers and directors.
Item 7.    Exemption from Registration Claimed.
 Not applicable.
Item 8.    Exhibits.
__________

*Filed herewith.
Item 9.    Undertakings.
(a)    The undersigned Registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
(iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Acton, Commonwealth of Massachusetts, on the 2nd day of November, 2023.
 
Insulet Corporation

By:
/s/ James R. Hollingshead
Name:
James R. Hollingshead
Title:Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James R. Hollingshead and Lauren D. Budden, and each of them, the individual’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the date set forth below.
 
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NameTitleDate
/s/ James R. Hollingshead
James R. Hollingshead

Chief Executive Officer, President and Director
(Principal Executive Officer)

November 2, 2023
/s/ Lauren D. Budden
Lauren D. Budden

Interim Chief Financial Officer, Group Vice President, Chief Accounting Officer and Controller
(Principal Financial and Accounting Officer)

November 2, 2023
/s/ Luciana Borio, M.D.
Luciana Borio, M.D.

Director

November 2, 2023
/s/ Wayne A. I. Frederick, M.D.
Wayne A. I. Frederick, M.D.

Director

November 2, 2023
/s/ Jessica Hopfield
Jessica Hopfield

Director

November 2, 2023
/s/ Michael R. Minogue
Michael R. Minogue

Director

November 2, 2023
/s/ Corinne H. Nevinny
Corinne H. Nevinny

Director

November 2, 2023
/s/ Shacey Petrovic
Shacey Petrovic

Director

November 2, 2023
/s/ Timothy J. Scannell
Timothy J. Scannell

Director

November 2, 2023
/s/ Elizabeth Weatherman
Elizabeth Weatherman

Director

November 2, 2023



 

Exhibit 107.1

Calculation of Filing Fee Tables


FORM S-8
(Form Type)

INSULET CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities
Security TypeSecurity Class Title (1)Fee Calculation RuleAmount RegisteredProposed Maximum
Offering Price Per Unit		Maximum
Aggregate
Offering Price		Fee RateAmount of
Registration Fee
EquityCommon Stock, $0.001 Par Value Per Share
Rule 457(a)
100,000 (2)
$132.25 (3)
$13,225,000 (3)
$147.60 per $1,000,000
$1,952.01
Total Offering Amounts

$13,225,000 (3)
$1,952.01
Total Fee Offsets


—
Net Fee Due



$1,952.01
(1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall be deemed to cover any additional shares of common stock, par value $0.001 per share (the “Common Stock”), of Insulet Corporation that may be issued pursuant to the Insulet Corporation Deferred Compensation Plan for Non-Employee Directors (the “Plan”) as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect to which the outstanding shares are converted or exchanged.
(2)    Represents 100,000 shares of Common Stock reserved for issuance under the Plan.
(3)    Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Common Stock, as quoted on the Nasdaq Stock Market, on October 30, 2023.

 


Exhibit 5.1

image.jpg

Gibson, Dunn & Crutcher LLP
2029 Century Park East Los Angeles, CA 90067-3025
Tel 310.552.8500
www.gibsondunn.com


November 2, 2023

Insulet Corporation
100 Nagog Park
Acton, Massachusetts 01720

Re: Insulet Corporation Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”), of Insulet Corporation, a Delaware corporation (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 100,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), issuable to eligible individuals under the Insulet Corporation Deferred Compensation Plan for Non-Employee Directors (the “Plan”).

We have examined the Plan and the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. We have also made such other investigations as we have deemed relevant and necessary or appropriate in connection with the opinion hereinafter set forth. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.

Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that the Shares issuable under the Plan, when issued and sold in accordance with the terms of the Plan and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.
Abu Dhabi ⋅ Beijing ⋅ Brussels ⋅ Century City ⋅ Dallas ⋅ Denver ⋅ Dubai ⋅ Frankfurt ⋅ Hong Kong ⋅ Houston ⋅ London ⋅ Los Angeles
Munich ⋅ New York ⋅ Orange County ⋅ Palo Alto ⋅ Paris ⋅ San Francisco ⋅ Singapore ⋅ Washington, D.C.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the law of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts. We express no opinion regarding any state securities laws or regulations.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.


Very truly yours,


/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP

Abu Dhabi ⋅ Beijing ⋅ Brussels ⋅ Century City ⋅ Dallas ⋅ Denver ⋅ Dubai ⋅ Frankfurt ⋅ Hong Kong ⋅ Houston ⋅ London ⋅ Los Angeles
Munich ⋅ New York ⋅ Orange County ⋅ Palo Alto ⋅ Paris ⋅ San Francisco ⋅ Singapore ⋅ Washington, D.C.
Exhibit 10.1
INSULET CORPORATION
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
This Insulet Corporation Deferred Compensation Plan for Non-Employee Directors (this “Plan”) has been adopted by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Insulet Corporation (the “Company”) to govern the deferral of cash fees and restricted stock units (“RSUs”) by members of the Board who are not employees of the Company (each, a “Director”).
1.Election to Defer.
(a)Deferral of Cash Fees. A Director may elect in advance to defer the receipt of some or all of such Director’s cash fees from the Company for service on the Board. To make such an election, the Director must complete an election form in the form specified by the Company, which may be through a third-party administrator (a “Cash Deferral Election”). Each Cash Deferral Election under this Section 1(a) shall apply to all cash fees that are payable on or after the start of the calendar year that follows the calendar year in which such Cash Deferral Election was made; provided, however, that a newly elected or appointed Director may, no later than 30 days after such Director’s election or appointment, make a Cash Deferral Election that applies to all cash fees payable following such Cash Deferral Election. Unless otherwise provided in the Cash Deferral Election, Cash Deferral Elections will only apply to the year for which such Cash Deferral Election is made and will not rollover to any subsequent year.
(b)Deferral of RSUs. A Director may elect in advance to defer settlement of some or all of the RSUs granted to such Director by the Company for service on the Board. To make such an election, the Director must complete an election form in the form specified by the Company, which may be through a third-party administrator (an “RSU Deferral Election”). Each RSU Deferral Election under this Section 1(b) shall apply to all RSUs that are granted on or after the start of the calendar year that follows the calendar year in which such RSU Deferral Election was made; provided, however, that a newly elected or appointed Director may, no later than 30 days after such Director’s election or appointment, make an RSU Deferral Election that applies to all RSUs granted following such RSU Deferral Election. Unless otherwise provided in the RSU Deferral Election, RSU Deferral Elections will only apply to the year for which such RSU Deferral Election is made and will not rollover to any subsequent year.
2.Deferred Account. As of the last day of each calendar quarter, each Director’s deferred account (“Account”) shall be credited with a number of whole and fractional stock units (the “Units”) equal to the number of whole and fractional shares of common stock, par value $0.001 per share, of the Company (“Stock”) determined by dividing such Director’s deferred fees for the calendar quarter by the Fair Market Value of a share of Stock. In addition, on the applicable date of grant, each Director’s Account shall be credited with a number of Units equal to the number of RSUs granted on such date; provided, however, that such Units shall remain subject to forfeiture and vesting in accordance with the terms of the applicable award agreement governing the RSUs. For purposes of this Plan, “Fair Market Value” shall have the meaning provided to such term under the Insulet Corporation 2017 Stock Option and Incentive Plan (the “2017 Stock Plan”).
3.Dividend Equivalent Amounts. Whenever dividends (other than dividends payable in shares of Stock) are paid with respect to Stock, each Account shall be credited with a number of whole and fractional shares of Stock determined by multiplying the per share dividend by number of Units in the Account on the record date and dividing the result by the Fair Market Value on the dividend payment date. Whenever dividends payable in shares of Stock are paid with respect to Stock, each Account shall be credited with a number of whole and fractional


Units equal to the number of shares of Stock that would have been received by such Account on account of the Unit balance in the Account had such balance been in the form of outstanding shares of Stock. Notwithstanding the foregoing, all dividend equivalent amounts credited to such Account with respect to RSUs that were deferred pursuant to Section 1(b) shall remain subject to forfeiture and vesting in accordance with the terms of the applicable award agreement governing the RSUs.
4.Period of Deferral. The period of deferral shall be set forth in the applicable Cash Deferral Election or RSU Deferral Election, which may provide that such period of deferral ceases upon the Director’s Separation From Service, in annual installments over a specified period following the Director’s Separation From Service or on such other date(s) or event(s) as permitted by the Committee. For purposes of this Plan, “Separation From Service” shall have the meaning set forth under Section 409A (as defined below).
5.Designation of Beneficiary. A Director may designate one or more beneficiaries to receive payments from the Director’s Account in the event of the Director’s death. Such designation, or any change therein, must be in writing and shall be effective upon receipt by the Company or the designated third-party administrator of this Plan. If there is no effective designation of beneficiary, or if no beneficiary survives the Director, the estate of the Director shall be deemed to be the beneficiary. All payments to a beneficiary or estate shall be made in a lump sum in shares of Stock, with any fractional share paid in cash.
6.Payment. All amounts credited to an Account shall be paid in shares of Stock to the Director, the Director’s designated beneficiary (or beneficiaries) or estate, within 30 days after the end of a deferral period; provided, however, that fractional shares shall be paid in cash. With respect to Units credit to an Account as a result of an RSU Deferral Election, shares of Stock delivered in accordance with this Section 6 shall be issued under the 2017 Stock Plan. With respect to Units credited to an Account as a result of a Cash Deferral Elections, shares of Stock delivered in accordance with this Section 6 shall be issued under this Plan. Notwithstanding the foregoing, in the event of a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, in each case within the meaning of Section 409A (collectively, a “Change in Control Event”), all Accounts under this deferred compensation arrangement shall become immediately payable in shares of Stock within 30 days following consummation of such Change in Control Event.
7.Share Reserve. Subject to adjustment pursuant to Section 8, the maximum number of shares of Stock reserved for issuance under this Plan with respect to Cash Deferral Elections shall be equal to 100,000 shares of Stock. Such shares of Stock may be authorized and unissued shares of Stock, treasury shares of Stock, or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee.
8.Adjustments. If the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number of shares or kind of capital stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of Stock effected without receipt of consideration by the Company, the Committee shall make appropriate adjustments in the number of Units credited to the Accounts and the shares of Stock reserved pursuant to Section 7.
9.Administration. The Committee shall administer this Plan and shall have such powers and authorities related to the administration of this Plan as are consistent with the Company’s certificate of incorporation and bylaws and applicable laws, including Section 409A. Without limiting the generality of the foregoing, the Committee shall have full power and
2

authority to take all actions and to make all determinations required or provided for under this Plan, any Cash Deferral Election or any RSU Deferral Election and shall have full power and authority to take all such other actions and to make all such other determinations not inconsistent with the specific terms and provisions of this Plan which the Committee deems to be necessary or appropriate to the administration of this Plan. Unless otherwise expressly determined by the Board, the Committee shall have the authority to interpret and construe all provisions of this Plan, any Cash Deferral Election and any RSU Deferral Election, and any such interpretation or construction, and any other determination contemplated to be made under this Plan, any Cash Deferral Election and any RSU Deferral Election, by the Committee shall be final, binding, and conclusive on all persons, whether or not expressly provided for in any provision of this Plan, any Cash Deferral Election or any RSU Deferral Election.
10.Trust. The Company may establish a trust (the “Trust”) by a trust agreement with a third party to which the Company may, in its discretion, contribute shares of Stock, which may be used to satisfy the Company’s obligations under this Plan. The provisions of this Plan shall govern the rights of a Director to receive distributions pursuant to this Plan, and the provisions of the Trust shall govern the rights of the Company, Directors and the creditors of the Company to the assets transferred to the Trust. The Company shall at all times remain liable to carry out its obligations under this Plan.
11.Nontransferability of Rights. During a Director’s lifetime, any payment under this Plan shall be made only to such Director. The Account, any Units credited to and any other sum or other interest under this Plan many not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt by a Director or any beneficiary under this Plan to do so shall be void. The Account, any Units credited to and any other sum or other interest under this Plan shall in no manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of a Director or beneficiary entitled thereto. Notwithstanding the foregoing, the Company may make payments to an individual other than a Director to the extent required by a domestic relations order.
12.Company’s Obligations to Be Unfunded and Unsecured. The Accounts maintained under this Plan shall at all times be entirely unfunded, and no provision shall at any time be made with respect to segregating assets of the Company (including Stock) for payment of any amounts hereunder. No Director or other person shall have any interest in any particular assets of the Company (including Stock) by reason of the right to receive payment under this Plan, and any Director or other person shall have only the rights of a general unsecured creditor of the Company with respect to any rights under this deferred compensation arrangement.
13.Governing Law. The validity and construction of this Plan shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive laws of any other jurisdiction.
14.Section 409A. This program is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, “Section 409A”). To the extent there is any ambiguity as to whether any provision of this Plan would otherwise contravene one or more requirements or limitations of Section 409A, such provision shall be interpreted and applied in a manner that does not result in a violation of the applicable requirements or limitations of Section 409A.

APPROVED BY THE BOARD OF DIRECTORS: September 19, 2023
3


Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated February 23, 2023, with respect to the consolidated financial statements and internal control over financial reporting of Insulet Corporation included in the Annual Report on Form 10-K for the year ended December 31, 2022, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.

/s/ GRANT THORNTON LLP

Boston, Massachusetts
November 2, 2023


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