UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 11, 2023
INSMED INCORPORATED
(Exact name of registrant as specified in its charter)
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Virginia
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000-30739
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54-1972729
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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700 US Highway 202/206
Bridgewater, New Jersey
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08807
(Zip Code)
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(Address of principal executive offices)
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Registrant’s telephone number, including area code: (908) 977-9900
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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INSM
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Nasdaq Global Select Market
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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 (17 CFR 230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
Insmed Incorporated (the “Company”) is filing this Form 8-K/A as an amendment to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange
Commission on May 11, 2023 (the “Original Filing”). The Original Filing reported the voting results of the Company’s annual meeting of shareholders held on May 11, 2023 (the “Annual Meeting”). The sole purpose of this Form 8-K/A is to disclose the
Company’s decision as to how frequently it will conduct future shareholder advisory votes on the compensation of the Company’s named executive officers (“say on pay”). No other changes have been made to the Original Filing.
ITEM 5.07 – Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, shareholders cast approximately 99.85% of votes in favor of holding future say on pay votes on an annual basis. The Board of Directors of the Company
had recommended a vote for annual frequency of say on pay votes. In light of this result, the Company has determined to hold future say on pay votes on an annual basis until the next advisory vote on the frequency of say on pay votes occurs. The next
advisory vote regarding the frequency of say on pay votes is required to occur no later than the Company’s 2029 annual meeting of shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Dated: July 7, 2023
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INSMED INCORPORATED
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By:
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/s/ Michael A. Smith
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Name:
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Michael A. Smith
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Title:
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General Counsel and Corporate Secretary
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