PODD 2014-05-16 8-K (AM)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 14, 2014
INSULET CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
001-33462
 
04-3523891
(State or Other Jurisdiction
of Incorporation)
 
(Commission File No.)
 
(IRS Employer
Identification No.)
9 Oak Park Drive
Bedford, Massachusetts 01730
(Address of Principal Executive Offices, including Zip Code)
Registrant’s telephone number, including area code: (781) 457-5000
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))








Item 5.07
Submission of Matters to a Vote of Security Holders
Insulet Corporation (the “Company”) held its Annual Meeting of Stockholders on May 14, 2014. For more information on the following proposals, see the Company’s proxy statement dated April 3, 2014 (the “Proxy Statement”).
 
(a)
The stockholders elected each of the following three nominees to the Board of Directors as Class I Directors, each to serve for a three-year term and until their successor has been duly elected and qualified or until their earlier resignation or removal:
Nominee
 
Vote “For”
 
Vote “Withheld”
 
Broker Non-Votes
Sally Crawford
 
44,211,141
 
5,224,861
 
2,124,871
Regina Sommer

 
48,948,335
 
487,667
 
2,124,871
Joseph Zakrzewski

 
48,583,879
 
486,881
 
2,124,871
The terms in office of the Class II Directors (Charles Liamos, Daniel Levangie and John A. Fallon, M.D.) and the Class III Directors (Duane DeSisto and Steven Sobieski) continued after the Annual Meeting.
 
(b)
The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
Vote “For”
 
Vote “Against”
 
Abstentions
 
Broker Non-Votes
48,583,879
 
676,977
 
175,146
 
2,124,871
 
(c)
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.
Vote “For”
 
Vote “Against”
 
Abstentions
 
Broker Non-Votes
51,251,331
 
303,774
 
5,768
 
—
No other matters were submitted for stockholder action.







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INSULET CORPORATION
 
 
 
 
May 16, 2014
 
 
 
By:
 
/s/ Brian K. Roberts
 
 
 
 
 
 
 
 
Chief Financial Officer