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INSM > SEC Filings for INSM > Form 8-K on 29-May-2014All Recent SEC Filings

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Form 8-K for INSMED INC


Change in Directors or Principal Officers, Submission of Matters to a Vote of Security

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

On May 29, 2014, the Board of Directors (the "Board") of Insmed Incorporated (the "Company") increased the size of the Board to eight members and appointed Mr. David Brennan as a director on the Board and as a member of the Company's Compensation Committee. Mr. Brennan shall serve as a Class III member of the Board. The terms of Class III directors expire at the 2015 Annual Meeting of Shareholders.

Mr. Brennan has more than 37 years of experience in the pharmaceutical industry. Most recently, Mr. Brennan worked with AstraZeneca PLC, a global biopharmaceutical company ("AstraZeneca"), where he served as Chief Executive Officer from 2006 until June 2012; as Executive Vice President of North America from 2001 to 2006; and as Senior Vice President of Commercialization and Portfolio Management from 1999 to 2001. Mr. Brennan also served as a member of the Board of Directors of AstraZeneca from 2005 to 2012. Mr. Brennan received a B.A. in Business Administration from Gettysburg College.

Mr. Brennan will receive the standard compensation amounts payable to non-employee directors of the Company, as described in the Company's definitive proxy statement relating to its 2014 Annual Meeting of Shareholders. His annual cash retainer will be pro-rated for 2014 to reflect his expected term of service during the current calendar year. Also pursuant to these arrangements, Mr. Brennan will receive an initial grant of restricted stock units ("RSUs") for a number of shares equal to $35,671 in market value, which represents the $60,000 value of the annual equity award for non-employee directors of the Company, pro-rated to reflect his expected term of service during the current calendar year. The RSUs will vest on the one year anniversary of the date of grant so long as Mr. Brennan attends at least 75% of the meetings of the Board occurring during the year after grant.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 29, 2014, the Company held its 2014 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, a total of 39,268,885 shares of the Company's common stock were entitled to vote as of April 1, 2014, the record date for the Annual Meeting. There were 33,026,282 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on three proposals. Set forth below are the matters acted upon by the shareholders, and the final voting results of each such proposal.

Proposal 1. Election of Directors.

Shareholders of the Company elected Donald Hayden, Jr. and David W.J. McGirr to serve as Class II directors on the Board for a three-year term expiring on the date of the Company's 2017 Annual Meeting of Shareholders. The results of the vote taken at the Annual Meeting with respect to the election of Messrs. Hayden and McGirr as Class II directors were as follows:

                                              Broker Non-
                        For       Withheld       Votes

Donald Hayden, Jr.   24,298,499   1,442,344     7,285,439
David W.J. McGirr    25,674,507      66,336     7,285,439

Proposal 2. Advisory Vote on Compensation of Named Executive Officers.

The shareholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Company's proxy statement for the Annual Meeting. The result of the advisory vote is set forth below:

                                                                          Broker Non-
                                 For          Against      Abstentions       Votes

Advisory Vote on
Compensation of Named
Executive Officers            25,387,844        336,702         16,297       7,285,439

Proposal 3. Ratification of Independent Registered Public Accounting Firm.

The shareholders ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014. The voting results were as follows:

For Against Abstentions

Ratification of Ernst & Young LLP 32,852,088 166,179 8,015

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