Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 18, 2017, Insmed Incorporated (the Company) held its 2017 Annual Meeting of Shareholders (the Annual Meeting). A total of 62,085,753 shares of the Companys common stock were entitled to vote as of March 24, 2017, the record date for the Annual Meeting. There were 58,098,212 shares present in person or by proxy at the Annual Meeting, at which shareholders voted on five 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 Three Class II Directors.
By the following vote, shareholders elected Donald Hayden, Jr., David W.J. McGirr and Myrtle Potter to serve as Class II directors until the Companys 2020 Annual Meeting of Shareholders:
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For
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Withheld
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Broker Non-
Votes
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|
|
|
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|
|
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Donald Hayden, Jr.
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45,992,777
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1,208,573
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10,896,862
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David W.J. McGirr
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46,002,759
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1,198,591
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10,896,862
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Myrtle Potter
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45,947,106
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1,254,244
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10,896,862
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Proposal 2. Advisory Vote to Approve the 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 Companys proxy statement filed with the Securities and Exchange Commission on April 7, 2017:
For
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Against
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Abstentions
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Broker Non-
Votes
|
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46,835,448
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355,620
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10,282
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10,896,862
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Proposal 3. Advisory Vote on the Frequency of Future Shareholder Advisory Votes on the Compensation of Named Executive Officers.
By the following vote, shareholders voted, on an advisory, non-binding basis, to hold future advisory votes on the compensation of the Companys named executive officers every year:
Every Year
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Every Two
Years
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Every Three
Years
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Abstentions
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36,965,541
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43,362
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10,186,764
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5,683
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On May 18, 2017, following the Annual Meeting, in light of the outcome of the shareholder vote and after consideration of other relevant factors, the Companys Board of Directors adopted a resolution providing that a non-binding, advisory vote of shareholders on the compensation of the Companys named executive officers would be included in the annual proxy statement.
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Proposal 4. 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 Companys independent registered public accounting firm for the year ending December 31, 2017:
For
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Against
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Abstentions
|
|
|
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57,374,151
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601,678
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122,383
|
|
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Proposal 5. Approval of the Insmed Incorporated 2017 Incentive Plan.
By the following vote, shareholders approved the Insmed Incorporated 2017 Incentive Plan:
For
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Against
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Abstentions
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Broker Non-
Votes
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36,617,866
|
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10,569,894
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13,590
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10,896,862
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