INSMED INCORPORATED (NASDAQ:INSM) Files An 8-K Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Condition.
On May 7, 2019, Insmed Incorporated (the Company) issued a press release regarding its financial results for the three months ended March 31, 2019. A copy of this press release is furnished herewith as Exhibit 99.1 to this Item 2.02.
The information contained herein, including the Exhibit attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On May 1, 2019, Donald Hayden, Jr., a member of the Companys board of directors (the Board), notified the Company that he would resign from the Board on May 16, 2019 following the annual meeting of shareholders. Mr. Hayden was recently appointed as chief executive officer of WindMIL Therapeutics, Inc., where he had been serving as interim chief executive officer and chairman of the board, and the Company understands that he plans to focus on this role following his departure from the Board. Mr. Haydens resignation was not due to any disagreement or dispute with the Company.
(e) On May 3, 2019, the Company entered into a separation agreement and general release (the Separation Agreement) with Paolo Tombesi in connection with his previously announced departure as Chief Financial Officer. to the Separation Agreement, Mr. Tombesis employment with the Company will end on June 2, 2019, and he is eligible to receive the following severance benefits: (i) 12 months salary at his 2019 base salary, paid semi-monthly over a 12-month period; (ii) a pro-rata portion of his annual bonus based on actual Company performance during 2019, payable within two and one-half months following December 31, 2019; (iii) accelerated vesting of any of his options and restricted stock units that would have otherwise vested within six months of June 2, 2019; and (iv) payment for the cost of COBRA coverage equivalent to his current coverage through no later than May 31, 2020 (minus certain employee contributions), in each case less applicable tax withholding. The Separation Agreement supersedes and replaces all other severance arrangements between the Company and Mr. Tombesi. The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.