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): January 25, 2019
INSULET
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware |
001-33462 |
04-3523891 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File No.)
|
(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. ⃞
Item 5.02 – Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.
On January 25, 2019, the Board of Directors (the “Board”) of Insulet Corporation (the “Company”) appointed Corinne H. Nevinny as a Class I director. The Board has determined that Ms. Nevinny (i) is independent under the listing rules of the Nasdaq Stock Market and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended, and (ii) qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. There are no transactions involving Ms. Nevinny requiring disclosure under Item 404(a) of Regulation S-K. The Board has appointed Ms. Nevinny to the Audit Committee of the Board.
Immediately prior to Ms. Nevinny’s appointment, James C. Mullen resigned as a Class I director. Mr. Mullen’s resignation is not related to any disagreement with the Company or the Board regarding any matter related to the Company’s operations, policies or practices.
Item 7.01 – Regulation FD Disclosure.
On January 28, 2019, 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 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 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 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
Description | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
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INSULET CORPORATION |
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January 28, 2019 |
By: |
/s/ Shacey Petrovic |
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Name: Shacey Petrovic |
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Title: President and Chief Executive Officer |
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Exhibit 99.1
Insulet Appoints Corinne Nevinny to Board of Directors
ACTON, Mass.--(BUSINESS WIRE)--January 28, 2019--Insulet Corporation (NASDAQ: PODD) (Insulet or the Company), the global leader in tubeless insulin pump technology with its Omnipod® Insulin Management System (Omnipod System), today announced that Corinne Nevinny has been appointed to the Company’s Board of Directors, effective immediately. Ms. Nevinny replaces James Mullen, who is stepping down from Insulet’s Board to focus on his family’s philanthropic foundation and other business ventures.
Ms. Nevinny is the General Partner of LMNVC, a seed venture fund making early-round investments in start-up companies that have products or services that improve quality of life, including health and wellness oriented businesses. From 2003 to 2010, she served in a variety of roles at Edwards Lifesciences Corporation, including General Manager – Cardiac Surgery Systems, President of Global Operations, and Chief Financial Officer and Treasurer. In these roles, Ms. Nevinny was at various times responsible for global sales, manufacturing, quality and supply chain operations, as well as oversight of core operating units including finance, IT, internal audit and risk management.
“On behalf of the Board, I am very pleased to welcome Corinne to Insulet,” said Timothy Scannell, Chairman of Insulet’s Board of Directors. “Corinne’s talents are an excellent complement to our existing Board skill set. She brings strategic acumen and demonstrated, successful industry experience. We are delighted that a proven leader like Corinne has joined our Board and look forward to her contributions as Insulet continues to accelerate growth and deliver value to our stakeholders.”
Mr. Scannell continued, “Insulet has been well served by Jim’s contributions and on behalf of the entire Board and management team, I thank him for his service to the Company and wish him all the best in his future endeavors.”
About Corinne Nevinny:
Corinne Nevinny has been the General Partner of LMNVC since August 2010. LMNVC is a seed venture fund making early-round investments in women owned or run start-up companies that have products or services that improve quality of life, including clean, green, health, wellness, fitness and education oriented businesses. From 2003 to 2010, she held multiple positions at Edwards Lifesciences Corporation, including General Manager – Cardiac Surgery Systems, President of Global Operations, and Chief Financial Officer and Treasurer. Prior to joining Edwards, Ms. Nevinny held various finance and investment banking positions. Ms. Nevinny is a member of the Board of Trustees and Executive Committee of the United States Olympic and Paralympic Foundation and serves on the Board of Directors of Restorsea LLC. She previously served on the Board of privately-held nVision, as well as public company Boards, including Edwards Life Sciences Corporation (NYSE: EW), Avanir Pharmaceuticals, Inc. (NASDAQ: AVNR), Neurocrine Biosciences (NASDAQ: NBIX), Onyx Pharmaceuticals, Inc. (NASDAQ: ONXX), and SangStat Medical Corp. (NASDAQ: SANG) and chaired the Audit Committees for Avanir, Neurocrine and Onyx. Ms. Nevinny holds a Bachelor of Science in Industrial Engineering from Stanford University and a Master of Business Administration from Harvard Business School.
About Insulet Corporation:
Insulet Corporation (NASDAQ: PODD), headquartered in Massachusetts, is an innovative medical device company dedicated to making the lives of people with diabetes and other conditions easier through the use of its Omnipod product platform. The Omnipod Insulin Management System provides a unique alternative to traditional insulin delivery methods. With its simple, wearable design, the disposable Pod provides up to three days of non-stop insulin delivery, without the need to see or handle a needle. Insulet also leverages the unique design of its Pod by tailoring its Omnipod technology platform for the delivery of non-insulin subcutaneous drugs across multiple therapeutic areas. Founded in 2000, Insulet has more than 150,000 users across the globe who rely on its Omnipod Insulin Management System to bring simplicity and freedom to their lives.
For more information, please visit: www.insulet.com and www.myomnipod.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 22, 2018 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.
© 2019 Insulet Corporation. Omnipod and the Omnipod logo are trademarks or registered trademarks of Insulet Corporation. All rights reserved.
CONTACT:
Investor Relations and Media Contact:
Deborah
R. Gordon, 978-600-7717
Vice President, Investor Relations and
Corporate Communications
dgordon@insulet.com