01—Abstract
Summary
Summary of the 8-K filed May 13, 2024. Cited figures are marked; the original filing is the authoritative source.
Insmed Incorporated (INSM) held its annual meeting of shareholders on May 13, 2024, where shareholders approved Amendment No. 1 to the Insmed Incorporated Amended and Restated 2019 Incentive Plan, which the Board of Directors had previously adopted.
The plan's material terms are summarized in the company's definitive proxy statement filed April 1, 2024, and the plan itself was filed as Exhibit 10.5 to the Form 10-K for fiscal year 2023. Of the 148,555,217 shares entitled to vote as of the March 12, 2024 record date, 139,739,078 shares were present in person or by proxy. Shareholders elected four Class III directors, David R.
Brennan, Leo Lee, Carol A. Schafer, and Melvin Sharoky, M.D., to serve until the 2027 Annual Meeting.
Brennan received 120,537,761 votes for and 8,278,236 withheld, Lee received 125,634,442 for and 3,181,555 withheld, Schafer received 113,910,394 for and 14,905,603 withheld, and Sharoky received 117,140,717 for and 11,675,280 withheld. Shareholders also approved, on an advisory basis, the 2023 compensation of named executive officers (120,643,045 for, 8,076,144 against, 96,808 abstentions), ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024 (135,507,026 for, 4,170,279 against, 61,773 abstentions), and approved Amendment No. 1 to the 2019 Incentive Plan (122,169,823 for, 6,589,414 against, 56,760 abstentions).
02—Key points
Key Highlights
- Shareholders approved Amendment No. 1 to the Amended and Restated 2019 Incentive Plan at the May 13, 2024 annual meeting.
- 139,739,078 of 148,555,217 eligible shares (record date March 12, 2024) were present in person or by proxy.
- Four Class III directors were elected to serve until the 2027 Annual Meeting: David R. Brennan, Leo Lee, Carol A. Schafer, and Melvin Sharoky, M.D.
- Shareholders approved the 2023 compensation of named executive officers on an advisory, non-binding basis, with 120,643,045 votes for and 8,076,144 against.
- Ernst & Young LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2024.
- Schafer received the most withheld votes among the director nominees, at 14,905,603.
03—Questions
Frequently Asked Questions
What did shareholders approve at the May 13, 2024 annual meeting regarding equity compensation?
Shareholders approved Amendment No. 1 to the Insmed Incorporated Amended and Restated 2019 Incentive Plan, which the Board had previously adopted. Voting was 122,169,823 for, 6,589,414 against, 56,760 abstentions, and 10,923,081 broker non-votes. The plan's material terms are summarized in the April 1, 2024 proxy statement.
Who was elected to the board and for what term?
David R. Brennan, Leo Lee, Carol A. Schafer, and Melvin Sharoky, M.D. were elected as Class III directors to serve until the 2027 Annual Meeting of Shareholders.
How did shareholders vote on executive pay?
On an advisory, non-binding basis, shareholders approved the 2023 compensation of the named executive officers as disclosed in the proxy statement, with 120,643,045 votes for, 8,076,144 against, 96,808 abstentions, and 10,923,081 broker non-votes.
Which auditor was ratified and for which year?
Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024, with 135,507,026 votes for, 4,170,279 against, and 61,773 abstentions.
04—Continue