8-K

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): April 28, 2023

INSULET CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33462	04-3523891
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	100 Nagog Park
	Acton	Massachusetts	01720
(Address of Principal Executive Offices, including 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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value Per Share	PODD	The NASDAQ Stock Market, LLC

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Insulet Corporation (the “Company”) today announced that Bret Christensen, Executive Vice President, Chief Commercial Officer of the Company will be leaving the Company, effective May 5, 2023, in connection with an internal reorganization pursuant to which his position is being eliminated. He will receive standard severance benefits under the Company’s Amended and Restated Executive Severance Plan.

One May 2, 2023, the Company entered into a Consulting Services Agreement with Mr. Christensen (the “Consulting Agreement”), a copy of which is attached hereto as Exhibit 10.1. Pursuant to the Consulting Agreement, Mr. Christensen has agreed to provide consulting services for a period of four months following his separation for a fee of $50,000 per month and a completion fee of $150,000.

The above description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the Consulting Agreement attached to this report as Exhibit 10.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The Company today issued a press release announcing a new organizational structure, including the creation of new roles to oversee product and end-to-end customer experience and technology. These roles will be effective in the second half of this year. In addition, the previous role of Chief Commercial Officer has been separated into two leadership positions. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities 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 in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
10.1	Consulting Services Agreement by and between the Company and Bret Christensen dated May 2, 2023
99.1	Press release regarding organizational changes dated May 4, 2023
104	Cover Page Interactive Date File (formatted as Inline XBRL)

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
Date: May 4, 2023	By:	/s/ John W. Kapples
		John W. Kapples
		Senior Vice President and General Counsel

EX-10.1

Exhibit 10.1

CONSULTING SERVICES AGREEMENT

This CONSULTING SERVICES AGREEMENT (this “Agreement”) is made as of May 2, 2023, by and between Insulet Corporation, with offices located at 100 Nagog Park, Acton, MA 01720 (“Insulet”), and Bret Christensen, with an address on file with Insulet (“You”).

WHEREAS, you are employed by Insulet and will be separating from Insulet on May 5, 2023 (the “Leave Date”).

WHEREAS, you and Insulet have agreed that following your separation from Insulet, from May 6, 2023 to and including September 5, 2023 (the “Consulting Period”), you will provide consulting services to Insulet pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter recited, and additional consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1.Scope of Services: During the Consulting Period, you will provide the services and deliver any required reports and other deliverables described in a Statement of Work (each, an “SOW”) signed by authorized representatives of both parties (the “Consulting Services”). Each SOW shall set forth, at a minimum, the Consulting Services to be performed and the fees for such Consulting Services. The initial SOW is attached hereto as “Statement of Work #1.” For purposes of this Agreement, "Deliverables" means any required reports or other deliverables described in a SOW, including work-in-process.

2.Compensation and Taxes: Insulet agrees to pay you for the Consulting Services in accordance with the applicable SOW, assuming no breach of your obligations under this Agreement or the applicable SOW. As set forth in Section 11 of this Agreement, you acknowledge and agree that it you are responsible for payment of all federal and state income taxes, and social security taxes owing with respect to compensation paid to or on behalf of you pursuant to this Agreement.

3.Reimbursement of Expenses: Insulet shall pay you for actual out-of-pocket expenses incurred by you in furtherance of your performance under the applicable SOW. Such expenses shall be incurred by you based upon Insulet’s prior notice and approval. At Insulet's request, you will provide copies of supporting documentation as may be reasonably appropriate for Insulet or its accountants to confirm the nature and amount of any such expenses.

4.Equity Vesting and Exercise. Equity shall not continue to vest after your Leave Date. You may, however, exercise any options vested as of your Leave Date in accordance with the terms of each award agreement; for convenience, the last date to exercise each award is set forth in Schedule A hereto.

5.Insulet’s Policies: You must observe at all times the security and safety policies of Insulet and/or its customers, and any other reasonable policies of Insulet and/or its customers with respect to which Insulet provides you notice.

6.Confidential Information: You acknowledge that you have acquired and may continue to acquire from Insulet or its customers or suppliers information of a competitively sensitive or proprietary nature in connection with the Consulting Services performed by you, and that the Deliverables are confidential and proprietary to Insulet (collectively, “Confidential Information”). You agree to hold such Confidential Information in strict confidence and to use and disclose the same only for the purpose of performing Consulting Services hereunder. You agree that you will not allow any unauthorized person access to Confidential Information, either before or after the termination of this Agreement, and that you will take all action reasonably necessary and satisfactory to Insulet to protect the confidentiality of the Confidential Information. In addition, you will not use the Confidential Information for any purpose other than performing the Consulting Services. These restrictions shall not apply to (a) information generally available to the public; (b) information released by Insulet generally without restriction; or (c) information independently developed or acquired by you without reliance on protected information of Insulet or its customers. You agree to provide Insulet notice immediately after learning of or having reason to suspect a breach of any of these confidentiality obligations. Notwithstanding the foregoing restrictions, you may disclose information to the extent required by an order of any court or other governmental authority, but only after you have notified Insulet and given Insulet a reasonable opportunity to obtain protection for such information in connection with such disclosure. The obligations arising under this Agreement to hold Confidential Information in strict

confidence and to use the same solely for the purpose of this Agreement is in addition to and does not supersede any prior agreements between you and Insulet regarding Confidential Information.

7.Return of Property. Upon termination of your services to Insulet, or at any earlier time upon request from Insulet, you shall deliver promptly to Insulet all property of Insulet that is in your possession or under your control, including any computers, mobile telephones, credit cards, keys, records, files, documents, data, computer disks and other computer storage media.

8.Non-Solicitation: You acknowledge the importance to Insulet of the continuity of the personnel performing Consulting Services and of Insulet’s relationships with its customers, and you agree that during the Consulting Period and for a period of twelve (12) months following expiration or termination you will not solicit the services or employ any of the employees of Insulet.

9.Warranties: You understand that Insulet respects proprietary rights and does not desire to acquire from you any trade secrets or confidential information of third parties. You represent and warrant to Insulet that (a) you are not under any pre-existing obligation inconsistent with the terms of this Agreement; (b) the Consulting Services to be performed under this Agreement and the results thereof (including without limitation the Deliverables) will be your original work, free and clear of any claims or encumbrances of any kind, and will not infringe any copyright or misappropriate a trade secret of any person or entity; (c) any Deliverables provided in electronic form include no computer instructions the purpose of which is to disrupt or damage or interfere with the use of computer and telecommunications facilities or to perform functions which are not an appropriate part of the functionality of the Deliverables and the purpose of which is to disrupt processing; and (d) your performance of the Consulting Services does not and will not violate or conflict with or result in a breach of any terms, conditions, duties or obligations you have to any third party or any other rights of any third party.

10.Termination: Notwithstanding any other language in this Agreement, Insulet may terminate the Consulting Period and this Agreement under the following circumstances: (i) immediately upon your material failure or refusal to perform satisfactorily the Consulting Services, (ii) immediately upon a material breach of this Agreement, (iii) immediately if you engage in any act that involves material dishonesty or demonstrates a willful and continuing disregard for the best interests of Insulet, or (iv) for any other reason upon no less than sixty (60) days’ notice to you. Notwithstanding any other language in this Agreement, you may terminate the Consulting Period and this Agreement under the following circumstances: (i) immediately upon a material breach of this Agreement by Insulet, or (ii) for any other reason upon no less than sixty (60) days’ notice to Insulet. Termination of this Agreement shall automatically terminate all SOWs hereunder.

Upon termination of this Agreement, you will immediately deliver to Insulet all Deliverables and all tangible embodiments of Confidential Information. Within sixty (60) days of termination of this Agreement and/or any SOW hereunder for any reason, you will submit to Insulet an itemized invoice for any unpaid fees or expenses properly payable by Insulet. Insulet, upon payment of amounts so invoiced, shall thereafter have no further liability or obligation to you whatsoever for any further fees or expenses arising under this Agreement. Or such terminated SOW.

11.Relationship of Parties: Your relationship to Insulet during the Consulting Period shall be that of an independent contractor. For your performance of the Consulting Services, you shall not be treated as an employee of Insulet and shall not be entitled to any compensation or benefits provided to employees of Insulet. Insulet will not withhold FICA or income tax payments from any amounts payable to you under this Agreement, and you shall be solely responsible for the payment of any income, employment, or other taxes owing with respect to compensation paid to or on behalf of you under this Agreement. Insulet does not guarantee any particular tax consequence or result with respect to any compensation paid to or on behalf of you under this Agreement. You shall indemnify and hold Insulet harmless against any claim or liability (including penalties) resulting from your failure to pay such taxes or contributions, or your failure to file any such tax forms. It is also expressly understood that you shall not be considered Insulet’s agent or employee and have no authority whatsoever to bind Insulet by contract or otherwise.

12.Assignment: The rights and liabilities of the parties hereto shall bind and inure to the benefit of their respective successors, heirs, executors and administrators, as the case may be; provided that, as Insulet has specifically contracted for your services, you may not assign or delegate your obligations under this Agreement either in whole or in part without Insulet’s prior written consent.

13.Governing Law; Severability: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding that body of law applicable to choice of law. If any provision of this Agreement is for any reason found by a court of competent jurisdiction to be unenforceable, the remainder of this Agreement shall continue in full force and effect.

14.Complete Understanding; Modification: This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter and may not be changed unless mutually agreed upon in writing by both parties.

15.Notices: Any notices required or permitted hereunder shall be given to the appropriate party at the address specified above or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or sent by overnight courier, certified or registered mail, three days after the date of mailing provided that notice of change of address shall be deemed effective only upon receipt.

16.Legal and Equitable Remedies: You acknowledge that the Services are personal and unique and that you will have access to Confidential Information. Insulet will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief without prejudice to any other rights and remedies that Insulet may have for a breach of this Agreement without the necessity of posting a bond.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first written above.

INSULET CORPORATION		EMPLOYEE/ CONSULTANT
By:	/s/ John W. Kapples	By:	/s/ Bret Christensen
Name:	John W. Kapples	Name:	Bret Christensen
Title:	SVP, General Counsel	Date:	5/2/23
Date:	5/2/23

Statement of Work #1

This Statement of Work #1 (“SOW”) dated as of May 2, 2023 (the “Effective Date”), is governed exclusively by the terms and conditions of the Consulting Services Agreement (the “Agreement”) dated May 2, 2023, entered into by and between Insulet Corporation (“Insulet”) and Bret Christensen (“You”).

1.SERVICES AND DELIVERABLES: You agree to make yourself reasonably available to provide general guidance to the President and Chief Executive Officer, and to any other Insulet employee as may be requested, (the “Client”), to the extent requested by the Client, on such dates and at such times as shall be mutually agreed between you and the Client.

2.FEES: The fee for the Consulting Services, including any Deliverables, shall be $50,000 (fifty thousand dollars) per month (the “Fees”); additionally, a completion bonus (“Completion Bonus”) of $150,000 will be paid following the successful completion of the Consulting Period.

3.TERM: The term of this SOW will commence on May 6, 2023 and terminate on September 5, 2023 (the “SOW Term”), unless earlier terminated in accordance with the terms of the Agreement. Insulet may, at its discretion, and when mutually agreed upon between the parties, extend the SOW Term.

4.EXPENSES: You will be reimbursed for reasonable out-of-pocket expenses that are approved in advance by Insulet, supported with back-up documentation incurred in performance of the Consulting Services as set forth in the Agreement.

5.BILLING EMAIL ADDRESS: You shall invoice Insulet at accountspayable@insulet.com, unless otherwise identified at the time of engagement.

6.PAYMENT SCHEDULE: Invoices will be due and payable within thirty (30) days after Insulet’s receipt of such invoice; provided that invoices may not be issued prior to the date of completion of the applicable Services or milestones and provision of Deliverable to Insulet, as applicable, as stated in this SOW.

7.ENTIRE AGREEMENT: You acknowledge that you have read the Agreement and this SOW and agree that is it the complete and exclusive understanding between the parties relating to the subject matter addressed in this SOW and the Agreement.

IN WITNESS WHEREOF, the parties have caused this SOW to be executed as of the Effective Date.

INSULET CORPORATION		CONSULTANT
By:	/s/ John W. Kapples	By:	/s/ Bret Christensen
Name:	John W. Kapples	Name:	Bret Christensen
Title:	SVP, General Counsel	Date:	5/2/23
Date:	5/2/23

EX-99.1

Exhibit 99.1

Insulet Announces New Organizational Structure to Drive Further Growth

Structured to Accelerate Innovation and Commercialization Priorities

Creates New Roles to Oversee Product & End-to-End Customer Experience andTechnology

ACTON, Mass. – May 4, 2023 – Insulet Corporation (NASDAQ: PODD) (Insulet or the Company), the global leader in tubeless insulin pump technology with its Omnipod® brand of products, today announced its new organizational structure designed to accelerate innovation and commercialization. The new structure will be implemented during the second half of this year with new leadership roles effective July 1, 2023. The leadership team will continue to report to Jim Hollingshead, President and Chief Executive Officer.

Mr. Hollingshead said, “It is an exciting time at Insulet as we continue to advance our mission to improve the lives of people with diabetes. Our Company has achieved remarkable growth, recently accelerated by the U.S. commercial launch of our revolutionary Omnipod® 5 Automated Insulin Delivery System, which we will soon launch internationally. The global markets and customers we serve have also rapidly evolved. Now is the ideal time to realign our organizational structure to support our strong momentum, accelerate our robust innovation pipeline, and drive continued global expansion. Our new organizational design creates a more focused and specialized structure that strengthens our commercial capabilities and fosters further innovation and cross-functional collaboration.”

As part of the new organizational structure, we have created the following roles, effective July 1, 2023:

•Eric Benjamin has been named Chief Product & Customer Experience Officer (CPXO), responsible for product vision and execution, including franchise management and global growth strategies, product and portfolio management, and driving the end-to-end customer experience across the enterprise.

•Mark Field has been named Chief Technology Officer, responsible for software and hardware engineering, information technology, cyber security, digital and data services, and system architecture. Mr. Field will be responsible for ensuring that we continue to have robust software platforms, modules, and other technology capabilities to support Insulet’s strategy and goals.

•The previous role of Chief Commercial Officer has been separated into two leadership positions in order to drive more focused regional and local market execution.

oThe Company has commenced a search for aU.S. General Manager, who will focus on accelerating our U.S. commercial growth, go-to-market strategies, and sales operations. This newly created role will also drive enhanced and consistent global commercial capabilities across the enterprise.

oPatrick Crannell will continue in his role as International General Manager overseeing the Company’s international commercial operations. He is responsible for leading go-to-market execution and expansion in international markets, as well as the strategic, commercial, operational, and financial performance of the international operations. Mr. Crannell will now report directly to the CEO.

In connection with the internal reorganization, Bret Christensen, Executive Vice President and Chief Commercial Officer,is leaving the Company on May 5, 2023, to pursue other opportunities. He has agreed to provide consulting services during a transition period.

“Bret has played an integral role in the commercial successes of the Company over the last six years, most recently with the U.S. commercial launch of Omnipod 5 and the continued global expansion of Omnipod DASH®,” said Mr. Hollingshead. “He helped build a deep, talented commercial team that has contributed to our strong customer base growth, an exceptional customer experience, and differentiated business model and pharmacy channel access. All of us at Insulet wish Bret well in his next endeavor.”

Mr. Hollingshead continued, “Consumer-focused innovation is central to everything we do. As our business becomes larger and more complex, we have structured our operations and leadership to more efficiently and effectively drive and scale our innovations and support our commercial and operational priorities. With the changes announced today, Insulet is better positioned to continue driving customer adoption, international expansion, and enhanced customer experience as we support hundreds of thousands of people with diabetes across the globe.”

First Quarter 2023 Financial Results

In a separate release today, Insulet reported financial results for the first quarter of 2023. Management will host a conference call today at 4:30 p.m. (Eastern Time) to discuss the financial results and 2023 outlook.

About Eric Benjamin

Eric Benjamin combines his market knowledge and customer empathy as he leads teams to deliver transformative technologies that drive growth. He has served as Executive Vice President, Innovation, Strategy and Digital Products since March 2022. Prior, he served in roles of increasing responsibility since joining the Company in May 2015, including, Senior Vice President, Innovation and Strategy; Senior Vice President, R&D, New Product Development and Commercialization; Vice President, Procurement and Supplier Development; and Director, Business Development. Prior to joining Insulet, Mr. Benjamin held roles spanning R&D, Manufacturing, and Quality with Abbott Laboratories. He earned a Bachelor of Science in Industrial Engineering and Operations Research from the University of California at Berkeley, a Master of Engineering in Bioengineering from the University of California at San Diego, and a Master of Business Administration from Harvard Business School.

About Mark Field

Mark Field has more than 20 years of experience building and leading high-performing software engineering teams that develop complex, connected systems, and most recently served as Group Vice President, Software Engineering, overseeing Insulet’s Mobile and Cloud software teams since 2019. Prior to joining Insulet, Mr. Field served as Chief Technology Officer at Thermo Fisher Scientific, among other roles, where he led a global team responsible for Thermo Fisher’s IoT connected device programs, cloud-based scientific services, and E-commerce. Before joining Thermo Fisher, Mr. Field was an executive at Oracle Corporation. Mr. Field holds degrees in Computer Science and Business from the University of Auckland in New Zealand.

About Patrick Crannell

Patrick Crannell has vast experience managing operations internationally having spent 10 years living and working in Europe and the Middle East. Through various general manager and commercial roles, he has served as Insulet’s Senior Vice President, Head of International since August 2022. Prior to joining Insulet, Mr. Crannell served as Vice President of Infusion Therapy and Medical Devices at ICU Medical, where he led a large U.S. team and drove record growth through implementation of a new commercial model and aligned incentives across three different business units. Prior, he was Vice President, General Manager, of ICU’s Infusion Consumables Business Unit, which operated in more than 60 countries, with direct affiliate and distributor teams. Before joining ICU Medical, he was Vice President, International with Pfizer in London and previously served as Vice President for Hospira (later acquired by Pfizer), overseeing the UK, Ireland, Benelux, and Compounding businesses. Mr. Crannell earned a Master’s degree in Business Administration, with a concentration in Management, from the University of St. Thomas in St. Paul, Minnesota.

About Insulet Corporation:

Insulet Corporation (NASDAQ: PODD), headquartered in Massachusetts, is an innovative medical device company dedicated to simplifying life for people with diabetes and other conditions through its Omnipod product platform. The Omnipod Insulin Management System provides a unique alternative to traditional insulin delivery methods. With its simple, wearable design, the tubeless disposable Pod provides up to three days of non-stop insulin delivery, without the need to see or handle a needle. Insulet’s flagship innovation, the Omnipod® 5 Automated Insulin Delivery System, integrates with a continuous glucose monitor to manage blood sugar with no multiple daily injections, zero fingersticks, and can be controlled by a compatible smartphone or Omnipod 5 Controller. Insulet also leverages the unique design of its Pod by tailoring its Omnipod technology platform for the delivery of non-insulin subcutaneous drugs across other therapeutic areas. For more information, please visit: insulet.com and omnipod.com.

Forward-Looking Statement:

This press release may contain forward-looking statements concerning Insulet's expectations, anticipations, intentions, beliefs, or strategies regarding the future. These forward-looking statements are based on its current expectations and beliefs concerning future developments and their potential effects on Insulet. There can be no assurance that future developments affecting Insulet will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond its control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, and other risks and uncertainties described in its Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on February 24, 2023 in the section entitled "Risk Factors," and in its other filings from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of its assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Insulet undertakes no obligation to publicly update or revise any forward-looking statements.

©2023 Insulet Corporation. Omnipod, Omnipod 5 and Omnipod DASH are registered trademarks of Insulet Corporation.

Investor Relations:

Deborah R. Gordon

Vice President, Investor Relations

(978) 600-7717

dgordon@insulet.com

Media:

Angela Geryak Wiczek

Senior Director, Corporate Communications

(978) 932-0611

awiczek@insulet.com

XML

Cover	Apr. 28, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 28, 2023
Entity Registrant Name	INSULET CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33462
Entity Central Index Key	0001145197
Amendment Flag	false
Entity Tax Identification Number	04-3523891
Entity Address, Address Line One	100 Nagog Park
Entity Address, City or Town	Acton
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01720
City Area Code	(978)
Local Phone Number	600-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 Par Value Per Share
Trading Symbol	PODD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false