ITEM 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 11, 2023, at the annual meeting of shareholders of Insmed Incorporated (the “Company” and the “Annual Meeting”), the Company’s shareholders approved the Insmed
Incorporated Amended and Restated 2019 Incentive Plan (the “2019 Incentive Plan”), which was previously adopted by the Company’s Board of Directors (the “Board”).
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 March 31, 2023 (the “Proxy Statement”) under “Proposal No. 5: Approval of the Insmed Incorporated Amended and Restated 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, the 2019 Incentive Plan, which was included as Appendix A to the Proxy Statement.
ITEM 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 11, 2023, the Board amended the Company’s Amended and Restated Bylaws to, among other things, (i) enhance disclosure and procedural requirements in connection with
shareholder nominations of directors, including by (a) requiring any shareholder submitting a nomination notice to make a representation as to whether such shareholder intends to solicit proxies in support of director nominees other than the
Company’s nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) requiring nominating shareholders to provide reasonable evidence, on request of the Company, that certain requirements
of such rule have been satisfied, (c) permitting the Company to disregard proxies or votes solicited for such shareholders’ nominees if such shareholder fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) and (d)
incorporating other technical changes in light of the universal proxy rules adopted by the Securities and Exchange Commission, and (ii) provide that the number of directors constituting the Board shall be designated by a resolution of the Board.
The preceding summary of the Company’s Amended and Restated Bylaws is qualified in its entirety by reference to, and should be read in connection with, the complete copy
of the amended and restated bylaws attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
ITEM 5.07 – Submission of Matters to a Vote of Security Holders.
A total of 136,428,466 shares of the Company’s common stock were entitled to vote as of March 14, 2023, the record date for the Annual Meeting. There were 122,778,117
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 votes, shareholders elected Elizabeth McKee Anderson, Clarissa Desjardins, Ph.D. and David W.J. McGirr to serve as Class II directors until the Company’s
2026 Annual Meeting of Shareholders:
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Elizabeth McKee Anderson
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87,802,723
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24,914,228
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10,061,166
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Clarissa Desjardins, Ph.D.
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100,205,259
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12,511,692
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10,061,166
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David W.J. McGirr
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99,507,941
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13,209,010
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10,061,166
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Proposal 2. Advisory Vote
on the 2022 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:
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107,704,649
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4,953,460
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58,842
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10,061,166
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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 Company’s named executive officers
every [one year]:
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112,492,825
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39,256
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132,313
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52,557
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10,061,166
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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 Company’s independent registered public accounting firm for the year ending
December 31, 2023:
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118,039,703
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4,692,773
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45,641
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Proposal 5. Approval of
the Insmed Incorporated Amended and Restated 2019 Incentive Plan.
By the following vote, shareholders approved the 2019 Incentive Plan:
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101,645,357
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11,014,232
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57,362
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10,061,166
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