01—Abstract
Summary
Summary of the 8-K filed May 16, 2025. Cited figures are marked; the original filing is the authoritative source.
At its annual meeting of shareholders held on May 15, 2025, Insmed Incorporated's shareholders approved Amendment No. 2 to the Amended and Restated 2019 Incentive Plan, which had previously been adopted by the Board of Directors.
A summary of the plan's material terms appears in the company's definitive proxy statement filed April 4, 2025, under Proposal No. 4, and is incorporated into this filing by reference. The filing also reports on the other matters voted on at the meeting, as detailed below. Of the 181,820,010 shares entitled to vote as of the March 7, 2025 record date, 166,336,150 shares were present in person or by proxy.
Shareholders elected Leo Lee and William H. Lewis as Class I directors to serve until the 2028 Annual Meeting. They approved, on an advisory basis, the 2024 compensation of the named executive officers, with 142,263,777 votes for and 4,990,969 against.
They also ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2025, with 160,950,440 votes for and 5,335,836 against. For investors, the principal governance action is the approval of the 2019 Incentive Plan amendment, which received 137,896,887 votes for and 9,337,276 against. The filing does not describe the specific terms of the amendment beyond what is in the incorporated proxy statement summary.
02—Key points
Key Highlights
- Shareholders approved Amendment No. 2 to the Amended and Restated 2019 Incentive Plan at the May 15, 2025 annual meeting, with 137,896,887 votes for and 9,337,276 against.
- Leo Lee and William H. Lewis were elected as Class I directors to serve until the 2028 Annual Meeting of Shareholders.
- Shareholders approved, on an advisory basis, the 2024 compensation of named executive officers, with 142,263,777 votes for and 4,990,969 against.
- Ernst & Young LLP was ratified as independent registered public accounting firm for the year ending December 31, 2025, with 160,950,440 votes for and 5,335,836 against.
- A total of 166,336,150 of 181,820,010 eligible shares (as of the March 7, 2025 record date) were present in person or by proxy at the Annual Meeting.
- Broker non-votes of 18,995,441 were recorded on the director election, compensation, and incentive plan proposals.
03—Questions
Frequently Asked Questions
What was approved regarding the 2019 Incentive Plan?
Shareholders approved Amendment No. 2 to the Insmed Incorporated Amended and Restated 2019 Incentive Plan, which the Board had previously adopted. The summary of its material terms is in the April 4, 2025 proxy statement under Proposal No. 4, which the filing incorporates by reference.
Who was elected to the Board at the annual meeting?
Leo Lee and William H. Lewis were elected as Class I directors, to serve until the Company's 2028 Annual Meeting of Shareholders. Leo Lee received 128,784,508 votes for and 18,556,201 withheld; William H. Lewis received 140,744,212 votes for and 6,596,497 withheld.
How did shareholders vote on executive compensation?
Shareholders approved, on an advisory and non-binding basis, the compensation of the named executive officers as disclosed in the proxy statement. The vote was 142,263,777 for, 4,990,969 against, and 85,963 abstentions.
Which auditor was ratified for 2025?
Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2025. The vote was 160,950,440 for, 5,335,836 against, and 49,874 abstentions.
04—Continue