Insmed shareholders approve incentive plan, elect directors, adopt universal proxy bylaws

On May 11, 2023, the Board amended the Company’s Amended and Restated Bylaws to, among other things, (i) enhance disclosure and procedural requirements in connection with shareholder nominations of directors, including by (a) requiring any shareholder submitting a nomination notice to make a representation as to whether such shareholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (b) requiring nominating shareholders to provide reasonable evidence, on request of the Company, that certain requirements of such rule have been satisfied, (c) permitting the Company to disregard proxies or votes solicited for such shareholders’ nominees if such shareholder fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) and (d) incorporating other technical changes in light of the universal proxy rules adopted by the Secur

Proposal 2. Advisory Vote on the 2022 Compensation of Named Executive Officers. By the following vote, shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers, as disclosed in the Proxy Statement: For Against Abstentions Broker Non-Votes 107,704,649 4,953,460 58,842 10,061,166

Proposal 5. Approval of the Insmed Incorporated Amended and Restated 2019 Incentive Plan. By the following vote, shareholders approved the 2019 Incentive Plan: For Against Abstentions Broker Non-Votes 101,645,357 11,014,232 57,362 10,061,166

Proposal 1. Election of Three Class II Directors. By the following votes, shareholders elected Elizabeth McKee Anderson, Clarissa Desjardins, Ph.D. and David W.J. McGirr to serve as Class II directors until the Company’s 2026 Annual Meeting of Shareholders: For Withheld Broker Non-Votes Elizabeth McKee Anderson 87,802,723 24,914,228 10,061,166 Clarissa Desjardins, Ph.D. 100,205,259 12,511,692 10,061,166 David W.J. McGirr 99,507,941 13,209,010 10,061,166

Proposal 4. Ratification of the Appointment of an Independent Registered Public Accounting Firm. By the following vote, shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023: For Against Abstentions 118,039,703 4,692,773 45,641

Proposal 3. Advisory Vote on the Frequency of Future Shareholder Advisory Votes on the Compensation of Named Executive Officers. By the following vote, shareholders voted, on an advisory, non-binding basis, to hold future advisory votes on the compensation of the Company’s named executive officers every [one year]: Every One Year Every Two Years Every Three Years Abstentions Broker Non-Votes 112,492,825 39,256 132,313 52,557 10,061,166