---
schema_version: "secwatch.filing_event.v1"
accession: "0001145197-26-000121"
form_type: "8-K"
ticker: "PODD"
cik: "0001145197"
company_name: "INSULET CORP"
filed_at: "2026-05-21T20:03:22+00:00"
generated_at: "2026-05-21T22:29:14.605751+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.35
confidence: "high"
source: SEC EDGAR
---

# Insulet adopts exclusive forum bylaws; shareholders elect directors and approve Say-on-Pay

## Summary
- Amended bylaws designate Delaware Chancery Court as exclusive forum for derivative and fiduciary duty claims.
- Federal district courts designated as exclusive forum for Securities Act claims.
- Three Class I directors elected with 89-93% of votes cast; quorum was 89.19%.
- Say-on-Pay advisory vote passed with 53.4M for, 4.7M against, 0.7M abstentions.
- PricewaterhouseCoopers ratified as auditor for FY 2026 with 61.7M votes for.

## SEC filing metadata
- accession: 0001145197-26-000121
- form_type: 8-K
- ticker: PODD
- cik: 0001145197
- company_name: INSULET CORP
- filed_at: 2026-05-21T20:03:22+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.35
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1145197/000114519726000121/0001145197-26-000121-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1145197/000114519726000121/podd-20260520.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001145197-26-000121
- JSON: https://secwatch.observer/filing/0001145197-26-000121.json
- Plain text: https://secwatch.observer/filing/0001145197-26-000121.txt

## Key facts
- Governance Changes
  INSULET CORP: Board approved amendment and restatement of bylaws to designate exclusive forum for certain actions, including Delaware Chancery Court for derivative/breach of fiduciary duty claims and federal district courts for Securities Act claims, effective immediately (effective 2026-05-20).
  - Change: bylaw amendment
  - Effective: 2026-05-20
  source text: On May 20, 2026, the Board of Directors of Insulet Corporation (the “ Company ”) approved the amendment and restatement of the Company’s Bylaws (the “ Amended Bylaws ”), effective immediately, to designate the Court of Chancery of the State of Delaware (or if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if such state court lacks subject matter jurisdiction, the federal district court within the State of Delaware) as the sole and exclusive forum for certain actions including derivative actions or proceedings brought on behalf of the Company and actions for breach of fiduciary duty owed by any of the Company’s officers or directors. Further, the Amended Bylaws designate the federal district courts of the United States as the sole and exclusive forum for any action asserting a claim arising under the U.S. Securities Act of 1933, as amended.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1145197/000114519726000121/0001145197-26-000121-index.htm
- Shareholder Votes
  INSULET CORP shareholders approved Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm at the 2026-05-20 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-05-20
  source text: Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026
  evidence_url: https://www.sec.gov/Archives/edgar/data/1145197/000114519726000121/0001145197-26-000121-index.htm
- Shareholder Votes
  INSULET CORP shareholders approved Advisory approval of executive compensation (Say-on-Pay) at the 2026-05-20 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-05-20
  source text: Provided advisory approval of the compensation of certain of the Company’s executive officers (“Say-on-Pay”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1145197/000114519726000121/0001145197-26-000121-index.htm
- Shareholder Votes
  INSULET CORP shareholders approved Election of three Class I directors at the 2026-05-20 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-05-20
  source text: Elected each of the three Class I director nominees to the Board for a three-year term
  evidence_url: https://www.sec.gov/Archives/edgar/data/1145197/000114519726000121/0001145197-26-000121-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.