8-K – 2026-05-15 – ef20073378_8k.htm

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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 13, 2026

INSMED INCORPORATED

(Exact name of registrant as specified in its charter)

Virginia

000-30739

54-1972729

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

700 US Highway 202/206

Bridgewater , New Jersey

08807

(Zip Code)

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: ( 908 ) 977-9900

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))

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, par value $0.01 per share

INSM

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.07 – Submission of Matters to a Vote of Security Holders.

The annual meeting of shareholders of Insmed Incorporated (the “Company”) was held on May 13, 2026 (the “Annual Meeting”). Set forth below are the voting
results for each of the proposals submitted to a vote of the Company’s shareholders at the Annual Meeting:

Proposal 1.

Election of Two Class II Directors.

By the following votes, shareholders elected Elizabeth McKee Anderson and Clarissa Desjardins, Ph.D., to serve as Class II directors until the Company’s
2029 Annual Meeting of Shareholders:

 

For

 

Withheld

 

Broker Non-Votes

Elizabeth McKee Anderson

153,734,471

 

32,130,980

 

11,564,082

Clarissa Desjardins, Ph.D.

164,437,828

 

21,427,623

 

11,564,082

Proposal 2.

Advisory Vote on the 2025 Compensation of Named Executive Officers.

By the following vote, shareholders approved, on an advisory, non-binding basis, the 2025 compensation of our named executive officers, as disclosed in the
Proxy Statement:

For

 

Against

 

Abstentions

 

Broker Non-Votes

162,133,728

 

23,657,325

 

74,398

 

11,564,082

Proposal 3.

Ratification of the Appointment of an Independent Registered Public Accounting Firm.

By the following vote, shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the
year ending December 31, 2026:

For

 

Against

 

Abstentions

190,386,612

 

6,997,613

 

45,308

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

Dated: May 15, 2026

INSMED INCORPORATED

 
 

 

By:

/s/ Michael A. Smith

 

Name:

Michael A. Smith

 

Title:

Chief Legal Officer and Secretary