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Insmed (NASDAQ: INSM) investors approve board picks, pay and auditor

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Insmed Incorporated reported results from its annual shareholder meeting held on May 13, 2026. Shareholders elected Elizabeth McKee Anderson and Clarissa Desjardins, Ph.D., as Class II directors to serve until the 2029 annual meeting. Anderson received 153,734,471 votes for and 32,130,980 withheld, while Desjardins received 164,437,828 votes for and 21,427,623 withheld; each had 11,564,082 broker non-votes.

Shareholders also approved, on an advisory and non-binding basis, the 2025 compensation of the company’s named executive officers, with 162,133,728 votes for, 23,657,325 against, 74,398 abstentions and 11,564,082 broker non-votes. In addition, shareholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, by 190,386,612 votes for, 6,997,613 against and 45,308 abstentions.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Anderson 153,734,471 votes Election of Elizabeth McKee Anderson as Class II director
Votes for Desjardins 164,437,828 votes Election of Clarissa Desjardins, Ph.D., as Class II director
Say-on-pay for votes 162,133,728 votes Advisory approval of 2025 executive compensation
Say-on-pay against votes 23,657,325 votes Advisory approval of 2025 executive compensation
Auditor ratification for votes 190,386,612 votes Ratification of Ernst & Young LLP for 2026
Auditor ratification against votes 6,997,613 votes Ratification of Ernst & Young LLP for 2026
Broker Non-Votes financial
"Broker Non-Votes 162,133,728 | | 23,657,325 | | 74,398 | | 11,564,082"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory, non-binding basis regulatory
"shareholders approved, on an advisory, non-binding basis, the 2025 compensation"
independent registered public accounting firm regulatory
"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Emerging growth company regulatory
"Emerging growth company ITEM 5.07 – Submission of Matters"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
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


Source: View Original Filing on SEC EDGAR

FAQ

What did Insmed (INSM) shareholders decide at the 2026 annual meeting?

Insmed shareholders elected two Class II directors, approved 2025 executive compensation on an advisory basis, and ratified Ernst & Young LLP as auditor for 2026. The filing details the vote totals for each proposal and outcome.

Who was elected to Insmed (INSM)'s board at the 2026 annual meeting?

Shareholders elected Elizabeth McKee Anderson and Clarissa Desjardins, Ph.D., as Class II directors to serve until the 2029 annual meeting. Each received over 153 million votes in favor, along with broker non-votes recorded in the results.

How did Insmed (INSM) shareholders vote on 2025 executive compensation?

Shareholders approved 2025 executive compensation on an advisory, non-binding basis. The vote totaled 162,133,728 for, 23,657,325 against, 74,398 abstentions, and 11,564,082 broker non-votes, indicating overall support for the named executive officers’ pay program.

Was Insmed (INSM)'s auditor ratified for 2026?

Yes, shareholders ratified Ernst & Young LLP as Insmed’s independent registered public accounting firm for the year ending December 31, 2026. The vote was 190,386,612 for, 6,997,613 against, and 45,308 abstentions, confirming the firm’s appointment.

What are broker non-votes in the Insmed (INSM) 2026 meeting results?

Broker non-votes are shares held by brokers that were not voted on specific proposals. For Insmed’s director elections and say-on-pay item, 11,564,082 broker non-votes were recorded, meaning those shares were not counted as for, against, or abstaining.

Filing Exhibits & Attachments

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