Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 15, 2021, the Board of Directors (the "Board") of Insulet Corporation
(the "Company") increased the authorized number of directors of the Company from
nine to 10 and appointed Luciana Borio, M.D. as a Class I director to fill the
newly created vacancy. Dr. Borio will stand for election by stockholders at the
Company's 2023 Annual Meeting of Stockholders. Dr. Borio has not been named to
any committees of the Board.
Since July 2021, Dr. Borio has been a venture partner at ARCH Venture Partners,
where she advises on new investment opportunities related to biologics
manufacturing, clinical trials, novel therapies, and areas with large unmet
clinical needs. She previously served as Senior Vice President of In-Q-Tel, an
independent strategic investment firm that supports the mission of the United
States national security community, from 2019 to 2020, and served as a member of
the President's Transition COVID-19 Advisory Board. Previously, Dr. Borio served
as Director, Medical and Biodefense Preparedness Policy, for the National
Security Council from 2017 to 2019. Prior to that, Dr. Borio spent nearly 10
years at the United States Food and Drug Administration in roles of increasing
responsibility, including Acting Chief Scientist and Assistant Commissioner for
Counterterrorism Policy. Dr. Borio earned a B.S. in Zoology from George
Washington University and an M.D. from George Washington University School of
Medicine.
There are no arrangements or understandings between Dr. Borio and any other
persons pursuant to which Dr. Borio was selected as a director and there are no
transactions involving Dr. Borio required to be disclosed under Item 404(a) of
Regulation S-K. As a non-employee director of the Company, Dr. Borio will
receive cash and equity compensation pursuant to the Company's non-employee
director compensation program, as described in the Company's proxy statement
filed with the Securities and Exchange Commission on April 13, 2021, as may be
adjusted by the Board from time to time.
On October 15, 2021, Sally W. Crawford, a member of the Company's Board of
Directors, notified the Company of her decision to retire from the Board
effective December 31, 2021. Ms. Crawford's decision to step down from the
Board, which will mark her retirement from the Board after 13 years of
distinguished service, did not involve any disagreement with other Board members
or with management.
Item 7.01 Regulation FD Disclosures.
On October 18, 2021 the Company issued a press release announcing Dr. Borio's
appointment to the Board and Ms. Crawford's retirement. A copy of that press
release is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release dated October 18, 2021
104 Cover Page Interactive Date File (formatted as Inline XBRL)
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