Item 5.02. Departures of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

On October 24, 2012, the Board of Directors (the "Board") of Insulet Corporation (the "Company") appointed Dr. John A. Fallon to serve as a Class II director with a term expiring at the 2015 annual meeting of stockholders.

Dr. Fallon will be entitled to receive standard non-employee director compensation in the same manner and subject to the same policies as the Company's other non-employee directors. The Company's current non-employee director compensation policy calls for Dr. Fallon to receive: (i) an annual retainer of $35,000, (ii) upon joining the Board, a non-qualified option to purchase 25,000 shares of the Company's common stock at an exercise price equal to the common stock's closing price on the grant date, which option is subject to a three-year vesting period, with 50% of the total award vesting approximately one year after the grant date and 25% vesting approximately two and three years after the grant date, respectively, subject to continued service as a director, and (iii) in conjunction with the Company's annual meeting of stockholders, annual equity grants. In 2012, the non-employee directors received grants of 4,000 restricted stock units and an option to purchase 4,000 shares of the Company's common stock, subject to similar vesting requirements.

On October 25, 2012, the Company issued a press release regarding the appointment of Dr. Fallon. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release dated October 25, 2012.

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