INSULET CORPORATION (NASDAQ:PODD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

INSULET CORPORATION (NASDAQ:PODD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 – Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

On September 10, 2018, the Board of Directors (the “Board”) of Insulet Corporation (the “Company”) appointed Shacey Petrovic, currently the Company’s President and Chief Operating Officer, as President and Chief Executive Officer, effective January 1, 2019. In addition, the Board increased the size of the Board from eight to nine directors (by adding an additional Class II seat) and appointed Ms. Petrovic as a Class II director, effective immediately. Patrick J. Sullivan has notified the Company that he will retire as Chairman and Chief Executive Officer, and as a Class III director, effective as of the close of business on December 31, 2018. The Board also resolved that the size of the Board will be decreased from nine to eight directors (through the elimination of one Class III seat), effective upon Mr. Sullivan’s retirement. Mr. Sullivan’s retirement from the Board is not because of a disagreement with the registrant on any matter relating to the registrant’s operations, policies or practices.

In connection with these succession matters, on September 10, 2018, the Company entered into an offer letter with Ms. Petrovic (the “Offer Letter”), and a retirement agreement with Mr. Sullivan (the “Retirement Agreement”), each of which were approved by the Compensation Committee of the Board. These documents are described below.

Offer Letter with Ms. Petrovic:

Under the terms of the Offer Letter, in connection with her appointment as President and Chief Executive Officer, Ms. Petrovic’s annual base salary will be increased to $675,000 and she will receive a promotion award of time-based vesting restricted stock units with a grant date fair value equal to $500,000. Her target annual bonus for the 2019 fiscal year will be set at 50% of her base salary amount. For such 2019 fiscal year, she will also receive an annual equity award with an aggregate grant date fair value equal to $3,500,000, which shall be provided 60% in the form of performance-based vesting restricted stock units, 20% in the form of time-based vesting restricted stock units and 20% in the form of time-based vesting stock options. The foregoing summary is qualified in its entirety by reference to the text of the Offer Letter, which is attached and filed herewith as Exhibit 10.1 and incorporated herein by reference.

Retirement Agreement with Mr. Sullivan:

Under the Retirement Agreement, Mr. Sullivan will retire as Chairman and Chief Executive Officer, and as a Class III director, effective as of the close of business on December 31, 2018. His retirement will be treated as a resignation for “Good Reason” under the terms of his existing employment agreement with the Company and the Company’s Amended and Restated Executive Severance Plan, entitling him to the severance payments, equity acceleration rights and other benefits provided for therein (subject to his execution of a release and his compliance with ongoing obligations, including with respect to confidentiality, non-competition and non-solicitation). These payments, rights and benefits include (i) approximately $4.3 million in severance payable in equal installments over 24 months, (ii) acceleration of all time-based vesting equity awards, and the satisfaction of all time-based criteria under performance-based vesting equity awards (which will remain subject to applicable performance-based vesting conditions), and (iii) 24 months of continuing health and dental insurance coverage. The Retirement Agreement provides that for twelve months after the Retirement Date, Mr. Sullivan will be reasonably available to the Company for consultation and advice, to a mutually agreeable consulting arrangement to be entered into by the parties to the extent they deem it necessary or appropriate. The foregoing summary is qualified in its entirety by reference to the text of the Retirement Agreement, which is attached and filed herewith as Exhibit 10.2 and incorporated herein by reference.

Board Composition Matters:

In addition to the Board composition actions described above, on September 10, 2018, the Board resolved that, upon Mr. Sullivan’s retirement from the Board, Timothy J. Scannell, who has served as an independent director since 2014, will become the Company’s independent Chairman of the Board.

About Shacey Petrovic:

Ms. Petrovic has served as Insulet’s President and Chief Operating Officer since October 2016. From February 2016 to October 2016, she served as Executive Vice President and President, Diabetes Products, and from February 2015 to February 2016, she served as Chief Commercial Officer. From March 2013 to February 2015, Ms. Petrovic served as President and Chief Executive Officer of Clinical Innovations, LLC, a developer and manufacturer of medical devices and diagnostics for women’s health. From 2000 to 2013, she served in a number of key roles at Hologic, Inc. and Cytyc Corporation, which merged with Hologic in October 2007, including Vice President and General Manager of Hologic’s GYN Surgical Products division, as well as various sales and marketing leadership roles in the U.S. and Europe. Ms. Petrovic earned her Bachelor of Science in Biology from the University of Wisconsin.

Item 5.02 – Regulation FD Disclosure.

On September 10, 2018, the Company issued a press release regarding certain of the matters described in Item 5.02. That press release is furnished herewith as Exhibit 99.1.

The information included in this Current Report on Form 8-K under this Item 5.02 (including Exhibit99.1) shall not be deemed “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02 – Financial Statements and Exhibits.

(d)Exhibits.


INSULET CORP Exhibit
EX-10.1 2 a51865882ex10_1.htm EXHIBIT 10.1 Exhibit 10.1     September 10,…
To view the full exhibit click here

About INSULET CORPORATION (NASDAQ:PODD)

Insulet Corporation is engaged in the development, manufacturing and sale of the OmniPod Insulin Management System (the OmniPod System), an insulin delivery system for people with insulin-dependent diabetes. The OmniPod System consists of the OmniPod, a small, self-adhesive disposable tubeless OmniPod device, which is worn on the body for approximately three days at a time and its wireless handheld Personal Diabetes Manager (PDM). The Company purchases OmniPods pursuant to its agreement with Flextronics. It also partners with pharmaceutical and biotechnology companies to tailor the OmniPod technology platform for the delivery of subcutaneous drugs across multiple therapeutic areas. It sells the OmniPod System and other diabetes management supplies in the United States through direct sales to customers or through its distribution partners. The Company purchases OmniPods pursuant to its agreement with Flextronics. The OmniPod System is available in Europe, Canada and Israel.

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