i8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): May 20, 2009
(Exact
Name of Registrant as Specified in Its Charter)
(State or
Other Jurisdiction of Incorporation)
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0-30739
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54-1972729
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(Commission
File Number)
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(IRS
Employer Identification No.)
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8720
Stony Point Parkway, Suite 200, Richmond, Virginia
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23235
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
INFORMATION
TO BE INCLUDED IN THE REPORT
Section
5—Corporate Governance and Management
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Item
5.02.
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Departure
of Directors or Principal Officers: Election of Directors, Appointment of
Principal Officers.
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On May 20, 2009 pursuant to the
recommendations of the Compensation Committee of the Company following a review
of directors’ compensation by an outside firm specializing in compensation
matters, the Board of Directors of Insmed Incorporated unanimously approved the
following compensation for non-employee directors, effective with the 2009
Annual Meeting:
The
annual retainer for board members is $25,000.
The chair
of each of the independent committees receives an additional annual retainer as
follows:
$10,000
annual retainer for the Chairman of the Audit Committee
$5,000
annual retainer for the Chairman of the Compensation Committee
$5,000
annual retainer for the Chairman of the Nominations & Governance
Committee
The annual
equity grant to each director is $25,000 of the Company’s Restricted Stock
valued at the closing price on the day of the Annual Shareholders meeting and
vesting one year from the date of the grant.
All other
components of directors’ compensation remain the same as in prior
years.
The information contained herein,
including the Exhibit attached hereto shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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Insmed
Incorporated
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Date:
May 22, 2009
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By: /s/ Kevin P. Tully
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Name: Kevin
P. Tully C.G.A.,
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Title: Executive
Vice President & Chief Financial Officer
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