Insulet Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$PODD
Medical/Dental Instruments
Health Care
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 22, 2024
(Exact Name of Registrant as Specified in Charter)
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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):
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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)
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Item 5.07 | Submission of Matters to a Vote of Security Holders | ||||
The Company held its 2024 Annual Meeting of Stockholders on May 22, 2024. Of the 70,022,493 shares outstanding and entitled to vote, 63,779,026 shares were represented at the meeting, constituting a quorum of 91.08%.
Shareholders:
•Elected each of the three Class II director nominees to the Board for a three-year term;
•Provided advisory approval of the compensation of certain of the Company’s executive officers (“Say-on-Pay”); and
•Ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
The results of the votes for each of these proposals were as follows:
| Proposal 1. | Election of Directors | ||||
| Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Wayne A.I. Frederick | 59,378,621 | 2,275,299 | 2,125,106 | |||||||||||||||||
| Flavia H. Pease | 61,595,261 | 58,659 | 2,125,106 | |||||||||||||||||
| Timothy J. Scannell | 55,344,456 | 6,309,464 | 2,125,106 | |||||||||||||||||
The terms in office of the Class I (Luciana Borio, Michael R. Minogue and Timothy C. Stonesifer) and the Class III Directors (James R. Hollingshead, Jessica Hopfield, and Elizabeth H. Weatherman) continued after the 2024 Annual Meeting.
| Proposal 2. | Advisory Vote on Executive Compensation - Say on Pay | ||||
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 59,316,205 | 2,320,081 | 17,634 | 2,125,106 | |||||||||||||||||
| Proposal 3. | Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. | ||||
| For | Against | Abstentions | ||||||||||||
| 63,343,082 | 420,334 | 15,610 | ||||||||||||
No other matters were submitted for shareholder action.
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 | |||||||||||
| May 28, 2024 | By: | /s/ Patricia K. Dolan | |||||||||
| Name: | Patricia K. Dolan | ||||||||||
| Title: | Vice President and Secretary | ||||||||||