0001145197FALSE00011451972024-05-222024-05-22

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

Delaware001-3346204-3523891
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
100 Nagog Park
ActonMassachusetts01720
(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 (see General Instruction A.2. below):
☐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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 Par Value Per Share
PODDThe NASDAQ Stock Market, LLC


Item 5.07Submission 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
NomineeForWithheldBroker Non-Votes
Wayne A.I. Frederick59,378,6212,275,2992,125,106
Flavia H. Pease61,595,26158,6592,125,106
Timothy J. Scannell55,344,4566,309,4642,125,106
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
ForAgainstAbstentionsBroker Non-Votes
59,316,2052,320,08117,6342,125,106
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.
ForAgainstAbstentions
63,343,082420,33415,610
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, 2024By:/s/ Patricia K. Dolan
Name:Patricia K. Dolan
Title:Vice President and Secretary

v3.24.1.1.u2
Cover
May 22, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 22, 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
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