podd-20230523

Date of Report (Date of earliest event reported): May 23, 2023

Delaware

001-33462

04-3523891

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

100 Nagog Park

Acton

Massachusetts

01720

(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 Par Value Per Share

PODD

The NASDAQ Stock Market, LLC



Item 5.07						Submission of Matters to a Vote of Security Holders

The Company held its 2023 Annual Meeting of Stockholders on May 23, 2023. Of the 69,693,976 shares outstanding and entitled to vote, 66,432,951 shares were represented at the meeting, constituting a quorum of 95.32%.

Each of the three Class I director nominees was elected to the Board for a three-year term. In addition to electing directors, the shareholders:

•Provided advisory approval of the compensation of certain of the Company’s executive officers (“Say-on-Pay”);

•Provided advisory approval on the holding future advisory votes to approve executive compensation every year; and

•Ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

The results of the votes for each of these proposals were as follows:


Nominee	For	Withheld		Broker Non-Votes
Luciana Borio	61,057,108		3,733,556		1,642,287
Michael R. Minogue	60,247,889		4,542,775		1,642,287
Corinne H. Nevinny	59,376,392		5,414,272		1,642,287

The terms in office of the Class II Directors (Wayne A.I. Frederick, Shacey Petrovic, and Timothy J. Scannell) and the Class III Directors (James R. Hollingshead, Jessica Hopfield, and Elizabeth H. Weatherman) continued after the 2023 Annual Meeting.


Proposal 2.						Advisory Vote on Executive Compensation – Say on Pay


For	Against		Abstentions		Broker Non-Votes
63,337,095		1,400,733		52,836		1,642,287


Proposal 3.						Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation


1 Year	2 Year		3 Year	Abstentions
64,450,157		8,477	322,633		9,397


Proposal 4.						Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.


For	Against		Abstentions		Broker Non-Votes
66,392,146		30,474		10,331		1,642,287

No other matters were submitted for shareholder action.

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 25, 2023

By:

Patricia K. Dolan

Name:

Patricia K. Dolan

Title:

Vice President and Secretary