INSULET CORP
For the period ended May 22, 2025. Filed Apr 29, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2025 · Filed Apr 29, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
| ☑ Filed by the Registrant | ☐ Filed by a Party other than the Registrant |
|---|
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Insulet Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☑ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of Annual Meeting
of Shareholders
Thursday, May 22, 2025
8:00 a.m., Eastern Time
| Your Vote is Important | |
| Whether or not you plan to attend the Annual Meeting virtually via live webcast, you are encouraged to vote your shares prior to the Annual Meeting in one of the following ways: | |
| By Internet, following the instructions on the proxy card; | |
| By telephone, using the telephone number printed on the proxy card; or | |
| By mail (if you received your proxy materials by mail), using the enclosed proxy card and return envelope. | |
| Votes made by proxy over the phone or on the internet must be received by 11:59 p.m., Eastern Time, on May 21, 2025. | |
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting | |
| The proxy statement, the Insulet Annual Report on Form 10-K for the year ended December 31, 2024, and the Proxy Card are available at www.proxyvote.com |
You are cordially invited to attend the Insulet Corporation 2025 Annual Meeting of Shareholders (the “Annual Meeting”) on Thursday, May 22, 2025, at 8:00 a.m., Eastern Time. The Annual Meeting will once again be held in a virtual format only, via live webcast, at www.virtualshareholdermeeting.com/PODD2025. Online access to the meeting will begin at 7:45 a.m., Eastern Time.
The Annual Meeting will be held for the following purposes:
| 1. | To elect three Class III Directors nominated by the Company’s Directors, each to serve for a three-year term and until her successor has been duly elected and qualified or until her earlier death, resignation or removal; |
| 2. | To conduct an advisory vote to approve the compensation of certain executive officers as more fully described in the accompanying proxy statement; |
| 3. | To approve the Insulet Corporation 2025 Stock Option and Incentive Plan as more fully described in the accompanying proxy statement; |
| 4. | To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 5. | To consider and vote upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
Our Board of Directors has fixed the close of business on March 26, 2025, as the record date. Only shareholders of record on the record date are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof.
On or about April 29, 2025, we will mail to our shareholders of record as of March 26, 2025 (other than those who previously requested electronic or paper delivery on an ongoing basis) this Notice of Meeting, proxy statement, and proxy card as well as our Annual report on Form 10-K.
For further information about how to attend the Annual Meeting and how to submit questions during the live webcast, please see page 68 of the accompanying proxy statement.
Our Board of Directors appreciates and encourages stockholder participation in the Company’s affairs. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented; we encourage you to vote your shares in advance of the meeting.
| Acton, Massachusetts April 29, 2025 | By Order of the Board of Directors, |
|---|---|
| PATRICIA K. DOLAN | |
| Vice President and Secretary |
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