01—Abstract
Summary
Summary of the 8-K filed May 15, 2026. Cited figures are marked; the original filing is the authoritative source.
Insmed Incorporated reported the results of its annual meeting of shareholders, held on May 13, 2026, in this Current Report on Form 8-K under Item 5.07 (Submission of Matters to a Vote of Security Holders).
Shareholders voted on three proposals: the election of two Class II directors, an advisory vote on the 2025 compensation of named executive officers, and the ratification of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026. All three proposals were approved. Elizabeth McKee Anderson received 153,734,471 votes for and 32,130,980 withheld, and Clarissa Desjardins, Ph.D. received 164,437,828 votes for and 21,427,623 withheld, with both elected to serve until the 2029 Annual Meeting of Shareholders.
On the advisory say-on-pay proposal, 162,133,728 shares voted for, 23,657,325 against, and 74,398 abstained. On the auditor ratification, 190,386,612 shares voted for, 6,997,613 against, and 45,308 abstained. Broker non-votes were 11,564,082 on the director election and say-on-pay proposals.
The filing contains no new financial results, strategic announcements, or financial guidance. Its significance for investors is limited to governance: the shareholder support for the directors, the compensation program, and the auditor reflects the outcome of the meeting.
02—Key points
Key Highlights
- Insmed held its annual meeting of shareholders on May 13, 2026, and the results were reported in this 8-K filed May 15, 2026.
- Elizabeth McKee Anderson and Clarissa Desjardins, Ph.D. were elected as Class II directors, each to serve until the 2029 Annual Meeting of Shareholders.
- Ms. Anderson received 153,734,471 votes for and 32,130,980 withheld; Dr. Desjardins received 164,437,828 votes for and 21,427,623 withheld.
- Shareholders approved, on an advisory non-binding basis, the 2025 compensation of named executive officers, with 162,133,728 votes for and 23,657,325 against.
- Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 190,386,612 votes for and 6,997,613 against.
- Broker non-votes totaled 11,564,082 on the director election and say-on-pay proposals.
- The filing reports no financial results, guidance, or strategic transactions; it covers shareholder voting outcomes only.
03—Questions
Frequently Asked Questions
Who was elected to Insmed's board at the May 13, 2026 annual meeting?
Shareholders elected Elizabeth McKee Anderson and Clarissa Desjardins, Ph.D. as Class II directors. Each will serve until the Company's 2029 Annual Meeting of Shareholders.
Did shareholders approve the compensation of Insmed's named executive officers?
Yes. On an advisory, non-binding basis, shareholders approved the 2025 compensation of the named executive officers as disclosed in the Proxy Statement, with 162,133,728 votes for, 23,657,325 against, and 74,398 abstentions.
Which auditor did shareholders ratify for 2026?
Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 190,386,612 votes for, 6,997,613 against, and 45,308 abstentions.
Does this filing include any financial results or guidance?
No. The filing reports only the voting results from the annual meeting under Item 5.07 and does not contain financial results, guidance, or other operating information.
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