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): January 18, 2024

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 January 18, 2024, the Board of Directors (the "Board") of Insulet Corporation (the "Company") appointed Flavia Pease and Tim Stonesifer as Class II and Class I directors, respectively, effective January 18, 2024. Ms. Pease will stand for election by stockholders at the Company’s 2024 Annual Meeting of Stockholders, and Mr. Stonesifer will stand for election by stockholders at the Company’s 2026 Annual Meeting of Stockholders. Ms. Pease and Mr. Stonesifer have both been named to the Audit Committee of the Board, effective March 1, 2024.

Ms. Pease has been the Corporate Executive Vice President and Chief Financial Officer of Charles River Laboratories since April 2022 and May 2022, respectively. From February 2019 to April 2022, Ms. Pease served as Vice President and Group Chief Financial Officer of Johnson & Johnson’s global Medical Devices business. During her tenure at Johnson & Johnson, which spanned from 1988 to 2022, Ms. Pease also served as Vice President, Finance for Janssen North America (Johnson & Johnson’s Pharmaceutical business in the United States and Canada) from 2016 to 2019. From 1988 to 2016, she served in various other roles at Johnson & Johnson, including Vice President of the Enterprise Program Management Office, responsible for supporting Johnson & Johnson’s executive management team with the strategic planning process and the advancement of enterprise growth initiatives, Vice President of Finance for Janssen Supply Chain, Director of Finance for Johnson & Johnson Medical, Brazil and in finance management with the LifeScan business of Johnson & Johnson. Prior to joining Johnson & Johnson, Ms. Pease worked for SC Johnson as well as an investment bank in Brazil. Ms. Pease holds a bachelor’s degree in economics from the Pontifícia Universidade Católica in Rio de Janeiro, Brazil and a Master of Business Administration from Santa Clara University.

Mr. Stonesifer has been the Chief Financial Officer of Alcon Inc. since April 2019. Before joining Alcon, from November 2015 through September 2018, he served as Executive Vice President and Chief Financial Officer at Hewlett-Packard Enterprise. Prior to that role, from 2014 to 2015, Mr. Stonesifer acted as Senior Vice President and Chief Financial Officer of HP’s Enterprise Group. Before joining HP Co., from 2011 to 2014, he served as Chief Financial Officer of General Motors’ International Operations. From 2010 to May 2011, he served as Chief Financial Officer of Alegco Scotsman, a storage company. From 1989 to 2010, Mr. Stonesifer served various positions at General Electric, including as Chief Financial Officer of Sabic Innovative Plastics, Acting Chief Executive Officer of GE Equipment Services – Europe, Chief Financial Officer of GE Equipment Services, and Chief Financial Officer of GE Insurance, Wealth and Income Management, among others. Mr. Stonesifer holds a bachelor’s degree in economics from the University of Michigan.

There are no arrangements or understandings between either Ms. Pease or Mr. Stonesifer and any other persons pursuant to which either was selected as a director. There are no transactions involving either Ms. Pease or Mr. Stonesifer required to be disclosed under Item 404(a) of Regulation S-K. As non-employee directors of the Company, Ms. Pease and Mr. Stonesifer will receive cash and equity compensation pursuant to the Company's non-employee director compensation program, as described in the “Non-Employee Director Compensation” section of Company's proxy statement filed with the Securities and Exchange Commission on April 6, 2023, as may be adjusted by the Board from time to time.

On January 17, 2024, Shacey Petrovic, a member of the Company’s Board of Directors, notified the Company of her decision not to stand for re-election to the Board at the Company’s 2024 Annual Meeting of Stockholders. Ms. Petrovic’s decision to step down from the Board, which will mark her retirement from the Board after almost six years of distinguished Board service, did not involve any disagreement with other Board members or with management.

In addition, on January 17, 2024, Corinne H. Nevinny notified the Company of her decision to step down from the Board, effective as of the Company’s 2024 Annual Meeting of Stockholders. Ms. Nevinny’s decision to step down from the Board, which will mark her retirement from the Board after over five years of distinguished service, did not involve any disagreement with other Board members or with management.


Item 7.01			Regulation FD Disclosure.

On January 18, 2024, the Company issued a press release announcing the appointment of Ms. Pease and Mr. Stonesifer to the Board in January 2024 and Ms. Petrovic’s and Ms. Nevinny’s decisions to retire in May 2024. A copy of that press release is furnished herewith as Exhibit 99.1.


Item 9.01			Financial Statements and Exhibits.


(d)			Exhibits.


			Exhibit No.			Description
			99.1			Press Release dated January 18, 2024

			104			Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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



	INSULET CORPORATION
January 18, 2024	By:	/s/ John W. Kapples
	Name:	John W. Kapples
	Title:	Senior Vice President and General Counsel

Exhibit 99.1

Insulet Announces Changes to Board of Directors with Retirements and New Appointments

Flavia Pease and Timothy Stonesifer to join Board of Directors

Shacey Petrovic and Corinne Nevinny to retire from the Board at the Company’s 2024 Annual Meeting

ACTON, Mass.— January 18, 2024 — (BUSINESS WIRE)— Insulet Corporation (NASDAQ: PODD) (Insulet or the Company), the global leader in tubeless insulin pump technology with its Omnipod® brand of products, today announced the following appointments to the Company’s Board of Directors, effective January 18:

•Flavia Pease, Corporate Executive Vice President and Chief Financial Officer at Charles River Laboratories

•Timothy Stonesifer, Chief Financial Officer at Alcon Inc.

In addition, the Company announced Shacey Petrovic and Corinne Nevinny will retire from the Board during the Company’s 2024 Annual Meeting in May.

“We are excited to welcome Flavia and Tim to the Insulet Board,” said Timothy Scannell, Chairman of Insulet’s Board of Directors. “They are both highly respected leaders who have had distinguished careers and critical leadership roles in prominent corporations. Their skills should support and enhance our commitment to excellence and innovation. We look forward to benefitting from their expertise and insights.”

Ms. Pease has extensive industry expertise and has managed finance organizations of expanding, large-scale businesses. She joined Charles River in 2022 as Corporate Executive Vice President and Chief Financial Officer where she leads the Finance and Procurement Functions. Prior to joining Charles River, Ms. Pease served in a variety of leadership roles at Johnson & Johnson over her 23-year tenure, including Vice President and Group Chief Financial Officer of Johnson & Johnson’s global Medical Devices business, and Vice President, Finance for Janssen North America. Ms. Pease holds a Bachelor of Science in Economics from the Pontifícia Universidade Católica in Rio de Janeiro, Brazil, and a Master of Business Administration from Santa Clara University.

Mr. Stonesifer is a seasoned executive with over 30 years of global financial and operational experience. He has been the Chief Financial Officer at Alcon Inc. since April 2019. Prior to joining Alcon, he served as Executive Vice President and Chief Financial Officer at Hewlett Packard Enterprise (HPE) from November 2015 through September 2018. Before joining HPE, he served as Chief Financial Officer of General Motors’ International Operations from 2011 to 2014. Earlier in his career, Mr. Stonesifer served in a number of chief financial officer roles at divisions of General Electric during his 21-year tenure. Mr. Stonesifer holds a Bachelor of Arts in Economics from the University of Michigan.

Ms. Petrovic, who has nearly six years of distinguished Board service, joined Insulet in 2015 as Chief Commercial Officer and served as President and Chief Executive Officer for over three years. Ms. Nevinny is retiring from the Board after five years of distinguished service.

“As we say goodbye to Shacey Petrovic and Corinne Nevinny, we thank them for their invaluable contributions and dedication to Insulet’s mission to improve the lives of people with diabetes,” continued Mr. Scannell. “Shacey’s time with us is marked by her visionary and inspiring leadership, which has been instrumental to our growth trajectory. Her legacy, combined with Corinne’s significant insights and contributions, leaves an incredibly positive mark on our Company’s journey, inspiring us to continue pushing boundaries and achieving new milestones.”

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 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, is a tubeless automated insulin delivery system, integrated with a continuous glucose monitor to manage blood sugar with no multiple daily injections, zero fingersticks, and can be fully controlled by a compatible personal smartphone or the 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.

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

Source: Insulet Corporation

Cover	Jan. 18, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 18, 2024
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