Insmed Inc.

05/18/2021 | Press release | Distributed by Public on 05/18/2021 08:06

Management Change/Compensation (Form 8-K)

- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 12, 2021, at the annual meeting of shareholders of Insmed Incorporated (the 'Company' and the 'Annual Meeting'), the Company's shareholders approved Amendment No. 2 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 April 1, 2021 (the 'Proxy Statement') under 'Proposal No. 4: Amendment No. 2 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, 2020, (ii) Amendment No. 1 to the 2019 Incentive Plan, which was attached as Exhibit 10.5.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, (iii) Omnibus Amendment to Insmed Incorporated Incentive Plans, which was attached as Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and (iv) Amendment No. 2 to the 2019 Incentive Plan, which was included as Appendix A to the Proxy Statement.

- Submission of Matters to a Vote of Security Holders.

A total of 103,270,236 shares of the Company's common stock were entitled to vote as of March 19, 2021, the record date for the Annual Meeting. There were 93,953,612 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 Four Class III Directors.

By the following votes, shareholders elected David R. Brennan, Leo Lee, Carol A. Schafer, and Melvin Sharoky, M.D. to serve as Class III directors until the Company's 2024 Annual Meeting of Shareholders:

For
Withheld
Broker Non-Votes
David R. Brennan
87,486,614
911,550
5,555,448
Leo Lee
87,465,126
933,038
5,555,448
Carol A. Schafer
86,523,272
1,874,892
5,555,448
Melvin Sharoky, M.D.
86,116,532
2,281,632
5,555,448

Proposal 2. Advisory Vote on the 2020 Compensation of Named Executive Officers.

By the following vote, shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers, as disclosed in the Proxy Statement:

For
Against
Abstentions
Broker Non-Votes
85,416,649
2,703,419
278,096
5,555,448

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, 2021:

For
Against
Abstentions
92,239,439
1,440,254
273,919

Proposal 4. Approval of Amendment No. 2 to the Insmed Incorporated 2019 Incentive Plan.

By the following vote, shareholders approved Amendment No. 2 to the 2019 Incentive Plan to increase the number of shares authorized for issuance thereunder:

For
Against
Abstentions
Broker Non-Votes
82,926,525
5,193,742
277,897
5,555,448