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Insulet (NASDAQ: PODD) amends bylaws and confirms 2026 shareholder voting outcomes

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

Rhea-AI Filing Summary

Insulet Corporation reported governance updates and voting results from its 2026 annual stockholder meeting. The Board approved amended and restated Bylaws that designate the Delaware Court of Chancery, or other Delaware courts as needed, as the exclusive forum for certain corporate disputes, and federal district courts as the exclusive forum for claims under the U.S. Securities Act of 1933.

At the meeting, 61,782,973 of 69,263,714 shares entitled to vote were represented, forming an 89.19% quorum. Stockholders elected three Class I directors for three-year terms, approved the advisory vote on executive compensation, and ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 31, 2026.

Positive

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Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding entitled to vote 69,263,714 shares 2026 Annual Meeting of Stockholders
Shares represented at meeting 61,782,973 shares 2026 Annual Meeting; quorum determination
Quorum percentage 89.19% 2026 Annual Meeting of Stockholders
Votes for Luciana Borio 54,932,478 votes Election as Class I director
Votes for Say-on-Pay 53,440,320 votes Advisory approval of executive compensation
Votes for PwC ratification 61,725,383 votes Auditor ratification for year ending December 31, 2026
exclusive forum regulatory
"designate the Court of Chancery of the State of Delaware ... as the sole and exclusive forum"
derivative actions regulatory
"exclusive forum for certain actions including derivative actions or proceedings brought on behalf of the Company"
Say-on-Pay financial
"Provided advisory approval of the compensation of certain of the Company’s executive officers (“Say-on-Pay”)"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
broker non-votes financial
"Nominee | For | Withheld | Broker Non-Votes Luciana Borio | 54,932,478 | 3,839,506 | 3,010,989"
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.
independent registered public accounting firm financial
"Ratified the appointment of PricewaterhouseCoopers 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.
Understanding 8-K Material Events →
0001145197FALSE12/3100011451972026-05-202026-05-20

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 20, 2026
 
INSULET CORPORATION
(Exact name of registrant as specified in its charter)

Delaware001-3346204-3523891
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
100 Nagog Park
ActonMassachusetts01720
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:
(978)600-7000
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐



Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 Par Value Per Share
PODDThe NASDAQ Stock Market, LLC


Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 20, 2026, the Board of Directors of Insulet Corporation (the “Company”) approved the amendment and restatement of the Company’s Bylaws (the “Amended Bylaws”), effective immediately, to designate the Court of Chancery of the State of Delaware (or if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if such state court lacks subject matter jurisdiction, the federal district court within the State of Delaware) as the sole and exclusive forum for certain actions including derivative actions or proceedings brought on behalf of the Company and actions for breach of fiduciary duty owed by any of the Company’s officers or directors. Further, the Amended Bylaws designate the federal district courts of the United States as the sole and exclusive forum for any action asserting a claim arising under the U.S. Securities Act of 1933, as amended.
The above description of the Amended Bylaws is qualified in its entirety by reference to the Third Amended and Restated Bylaws of the Company, which are filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders
The Company held its 2026 Annual Meeting of Stockholders on May 20, 2026. Of the 69,263,714 shares outstanding and entitled to vote, 61,782,973 shares were represented at the meeting, constituting a quorum of 89.19%.
Shareholders:
•Elected each of the three Class I director nominees to the Board for a three-year term;
•Provided advisory approval of the compensation of certain of the Company’s executive officers (“Say-on-Pay”); and
•Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
The results of the votes for each of these proposals were as follows:
Proposal 1.
Election of Directors
Nominee
For
Withheld
Broker Non-Votes
Luciana Borio
54,932,4783,839,5063,010,989
Michael R. Minogue
53,556,7725,215,2123,010,989
Timothy C. Stonesifer
56,089,1612,682,8233,010,989

The terms in office of the Class II Directors (Wayne A.I. Frederick, Robert L. Huffines, and Timothy J. Scannell) and the Class III Directors (Jessica Hopfield, Ashley A. McEvoy, and Elizabeth H. Weatherman) continued after the 2026 Annual Meeting.

Proposal 2.
Advisory Vote on Executive Compensation – Say on Pay
ForAgainstAbstentionsBroker Non-Votes
53,440,3204,660,842670,8223,010,989




Proposal 3.
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
ForAgainstAbstentions
61,725,38330,40027,190
No other matters were submitted for shareholder action.
Item 9.01Financial Statements and Exhibits
(d)Exhibits.
Exhibit No.Description
3.1
Third Amended and Restated Bylaws of Insulet Corporation


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  INSULET CORPORATION
May 21, 2026  By:/s/ Patricia K. Dolan
Name:Patricia K. Dolan
Title:Vice President and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What bylaw changes did Insulet Corporation (PODD) approve in May 2026?

Insulet’s Board approved amended and restated Bylaws designating Delaware courts as the exclusive forum for specific internal corporate disputes. The changes also make federal district courts the exclusive forum for claims under the U.S. Securities Act of 1933, aligning litigation venues with common Delaware corporate practice.

How many Insulet (PODD) shares were represented at the 2026 annual meeting?

At the 2026 annual meeting, 61,782,973 shares were represented out of 69,263,714 shares outstanding and entitled to vote. This represented a quorum of 89.19%, allowing stockholders to validly conduct business and vote on directors, executive compensation, and auditor ratification.

Which directors were elected at Insulet’s 2026 annual meeting and with what support?

Stockholders elected Class I directors Luciana Borio, Michael R. Minogue, and Timothy C. Stonesifer to three-year terms. Each received over 53 million votes “For,” with several million votes “Withheld” and 3,010,989 broker non-votes reported for each nominee in the director election results.

Did Insulet (PODD) stockholders approve the 2026 Say-on-Pay proposal?

Yes. Stockholders provided advisory approval of executive compensation, with 53,440,320 votes “For,” 4,660,842 “Against,” 670,822 “Abstentions,” and 3,010,989 broker non-votes. This advisory Say-on-Pay vote signaled stockholder support for the compensation of certain Insulet executive officers in 2026.

Who is Insulet’s independent auditor for the year ending December 31, 2026?

Stockholders ratified PricewaterhouseCoopers LLP as Insulet’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote recorded 61,725,383 votes “For,” 30,400 “Against,” and 27,190 “Abstentions,” reflecting strong support for retaining the existing audit firm.

Were any other matters voted on at Insulet Corporation’s 2026 annual meeting?

No. Beyond electing three Class I directors, approving the Say-on-Pay advisory vote, and ratifying PricewaterhouseCoopers LLP as auditor, no other matters were submitted for stockholder action at Insulet Corporation’s 2026 annual meeting, according to the disclosed voting summary.

Filing Exhibits & Attachments

4 documents

Other Documents