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Form 8-K INSULET CORP For: Feb 09

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February 10, 2016 1:20 PM EST


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): February 9, 2016
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.)
600 Technology Park Drive
Suite 200
Billerica, Massachusetts 01821
(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))







Item 5.02.
Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers
On February 9, 2016, the Board of Directors (the “Board”) of Insulet Corporation (the “Company”) appointed David A. Lemoine to serve as an independent Class II director. There are no transactions involving Mr. Lemoine requiring disclosure under Item 404(a) of Regulation S-K. In connection with Mr. Lemoine’s appointment, the Board adopted a resolution increasing its size from eight to nine directors effective as of February 9, 2016. The Board has also appointed Mr. Lemoine to the Audit Committee of the Board.

As a non-employee director, Mr. Lemoine will receive cash and equity compensation paid by the Company pursuant to its non-employee director compensation program.
Item 7.01.
Regulation FD Disclosure
On February 9, 2016, Insulet Corporation (the “Company”) issued a press release regarding the appointment of Mr. Lemoine to the Board and Audit Committee. A copy of the press release is furnished herewith as Exhibit 99.1. Such press release 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 the 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.
Exhibit No.
Description
99.1
Press Release dated February 9, 2016.








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
 
 
 
February 10, 2016
 
By:
/s/ Michael L. Levitz
 
 
 
Chief Financial Officer




Exhibit 99.1




Insulet Appoints David A. Lemoine to Board of Directors

New Independent Director Brings Extensive Accounting and Financial Reporting Expertise

BILLERICA, MA. - February 9, 2016 - Insulet Corporation (NASDAQ: PODD) (Insulet or the Company), the leader in tubeless insulin pump technology with its OmniPod® Insulin Management System, today announced that David A. Lemoine has been appointed to Insulet’s Board of Directors. With his appointment, the Board is now comprised of nine directors, eight of whom are independent.

Mr. Lemoine brings over 40 years of audit and finance experience and a deep knowledge of accounting, financial reporting and internal controls to the Insulet Board of Directors. Mr. Lemoine was a partner in Deloitte & Touche LLP’s audit practice for 25 years, serving both domestic and multinational corporate clients in the manufacturing, biotechnology, pharmaceutical, technology and healthcare industries. Mr. Lemoine is also an independent director of The L.S. Starrett Company, a global manufacturer of precision hand tools and electronic measuring instruments, where he serves as Chair of the Audit Committee and as a member of the Corporate Governance and Nominating Committee.

“David Lemoine is an outstanding and highly-qualified independent director and we are excited he has joined the Insulet Board,” said Patrick Sullivan, President and Chief Executive Officer. “David’s accounting and financial reporting expertise will be extremely valuable as we continue to drive the successful execution of our key initiatives, enhance the quality of life of our customers, and accelerate Insulet’s growth.”

Dr. John Fallon, Lead Director of the Insulet Board, said, “On behalf of the entire Insulet Board, I welcome David to our team. He brings more than four decades of financial and industry experience to Insulet, complementing the relevant and diverse expertise of his fellow directors. We look forward to leveraging his extensive experience and unique perspective to advance our ongoing value creation initiatives.”

About David A. Lemoine:

Mr. Lemoine is a seasoned executive, with over 40 years of experience in accounting and auditing, financial reporting and internal controls. He joined the audit practice of Touche Ross (ultimately Deloitte & Touche) in 1971 and was a partner of Deloitte & Touche LLP in Boston, MA from 1985 to 2010, which included serving as the Boston office Audit Partner-in-Charge from 1995 to 2000. Previously, from 1980 to 1985, he served as Senior Vice President, Finance and Administration at Briox Technologies, Inc., a medical equipment manufacturer of electronics home healthcare. Mr. Lemoine was an adjunct professor at Boston College’s Carroll School of Management from 2008 to 2014, where he taught courses in Ethics and Accounting. He has been an independent director of The L.S. Starrett Company since 2010, where he currently serves as Chair of the Audit Committee and as a member of the Corporate Governance and Nominating Committee. Mr. Lemoine earned a Masters



in Accounting from Northeastern University and a B.A. in Economics from Boston College. He is a Certified Public Accountant and a member of the Massachusetts Society of CPAs.

About Insulet Corporation:

Insulet Corporation (NASDAQ: PODD) is an innovative medical device company dedicated to making the lives of people with diabetes easier. Through its OmniPod Insulin Management System, Insulet seeks to expand the use of insulin pump therapy among people with insulin-dependent diabetes. The OmniPod is a revolutionary and easy-to-use tubeless insulin pump that features just two parts and a fully-automated cannula insertion. Insulet's Delivery Systems business also partners with global pharmaceutical and biotechnology companies to tailor the OmniPod technology platform for the delivery of subcutaneous drugs across multiple therapeutic areas. Insulet's subsidiary, Neighborhood Diabetes, is a leading distributor of diabetes products and supplies, delivered through a high touch customer service model. To read inspiring stories of people with diabetes living their lives to the fullest with OmniPod, please visit the Company’s customer blog: http://suited.myomnipod.com. Founded in 2000, Insulet Corporation is based in Billerica, Massachusetts. For more information, please visit: http://www.myomnipod.com.


Investor Relations and Media Contact:

Deborah R. Gordon
Vice President, Investor Relations and Corporate Communications
(978) 600-7717



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