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): October 15, 2021

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.

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)

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.

	INSULET CORPORATION
October 18, 2021	By:	/s/ John W. Kapples
		John W. Kapples
		Senior Vice President, General Counsel
		and Secretary

EX-99.1

Exhibit 99.1

Insulet Announces Board of Director Changes with Appointment of Luciana Borio, M.D. and Retirement of Sally W. Crawford

ACTON, MA - October 18, 2021 - Insulet Corporation (NASDAQ: PODD) (Insulet or the Company), the global leader in tubeless insulin pumptechnology with its Omnipod® brand of products, today announced that Luciana Borio, M.D., has been appointed to the Company’s Board of Directors.

Dr. Borio is a respected physician with vast experience in advancing major regulatory and policy agendas for the United States government, having served in key roles at the U.S. Food and Drug Administration (FDA), the National Security Council, and the Council on Foreign Relations. She specializes in biodefense and medical countermeasures, emerging infectious diseases, medical product development, and public health emergencies.

“We are so pleased to welcome Dr. Borio to Insulet’s Board,” said Timothy Scannell, Chairman of Insulet’s Board of Directors. “Dr. Borio’s unique experience of working with government agencies on some of the world’s most complex public health challenges, along with her clinical and scientific expertise, and her passion for advancing public health, will be incredibly valuable to our Board as we continue to advance our growth strategy.”

In July 2021, Dr. Borio joined 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. Prior to joining ARCH, she served as Senior Vice President at In-Q-Tel, an independent, non-profit, strategic investment firm and as Director for Medical and Biodefense Preparedness Policy at the National Security Council.

While at the FDA, Dr. Borio held roles of increasing responsibility, including Acting Chief Scientist and Assistant Commissioner for Counterterrorism Policy. She helped develop and execute the FDA’s medical countermeasures and public health responses to the 2009 H1N1 flu pandemic, the 2014 Ebola epidemic, and the 2015 Zika outbreak. She also served on the World Health Organization’s Emergency Preparedness and Response Scientific Advisory Group.

Most recently, she served as a member of the President’s Transition COVID-19 Advisory Board. Dr. Borio continues to practice medicine at Johns Hopkins Hospital. She earned a B.S. in Zoology from George Washington University and an M.D from George Washington University School of Medicine.

Insulet also announced that Sally W. Crawford, a member of the Company’s Board of Directors, will retire from the Board effective December 31, 2021 after 13 years of distinguished service.

“We thank Sally for her dedication, leadership, and guidance while serving on Insulet’s board,” said Mr. Scannell. “Sally has been a passionate advisor and a true friend to all of us. We are grateful for her immense contributions to Insulet and our mission to improve the lives of people with diabetes.”

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 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 other therapeutic areas. For more information, please visit: insulet.com and omnipod.com.

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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, 2021 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.

Investor Relations Contact:

Deborah R. Gordon

Vice President, Investor Relations

(978) 600-7717

dgordon@insulet.com

Media Contact:

Angela Geryak Wiczek

Senior Director, Corporate Communications

(978) 932-0611

awiczek@insulet.com

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XML

Cover	Oct. 15, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 15, 2021
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