Insmed Incorporated (INSM) Earnings Call Transcript & Summary

Welcome to the Insmed, Inc. Virtual Shareholder Meeting. I would now like to introduce Will Lewis, Chair of the Board and Chief Executive Officer.

Welcome, everyone, and thank you for joining us today. I am Will Lewis, Chair of the Board and Chief Executive Officer, and I will preside as the Chair of today's meeting. We're excited to be hosting our virtual meeting, which allows us to be more inclusive and reach a greater number of our stockholders. We have stockholders attending via the web portal and the 800 number that we have provided. Shareholders may submit questions in accordance with the rules of conduct for this meeting. In keeping with the digital approach to this year's meeting, it is now shortly after 9:00 a.m. Eastern Daylight Time on May 12, and this meeting is officially called to order. I would now like to introduce several people who are with us today on the phone. Christine Pellizzari, our Chief Legal Officer; and Sara Bonstein, our Chief Financial Officer. Ms. Pellizzari will serve as secretary for this meeting. All of the members of our Board of Directors are with us today. I would like to introduce Alfred Altomari, Elizabeth Anderson, David Brennan, Dr. Clarissa Desjardins, Dr. Steinar Engelsen, Leo Lee, David McGirr, Carol Schafer, and Dr. Melvin Sharoky. Also on the phone is Anthony Sgammato of Ernst & Young LLP, the company's independent registered public accounting firm. Now let's turn to our formal agenda. The agenda for the meeting and the rules of conduct for the meeting have been posted on the virtual shareholder meeting site. We ask that participants abide by these rules. As set forth in the rules of the meeting and in our corporate governance documents, the only matters to be discussed and acted upon by the shareholders at this meeting are as set forth in the agenda and is further described in the proxy statement. This meeting is being held pursuant to the notice of the Annual Meeting of Shareholders. This notice was distributed on or about April 1, 2021, to our shareholders of record as of the close of business on March 19, 2021. Our proxy statement and an annual report on Form 10-K for fiscal year 2020 were made available to our shareholders of record at the same time. The Board of Directors has appointed Jane Ludlow of Broadridge Financial Services, Inc., our stock transfer agent, to act as the inspector of election. At today's meeting, Ms. Ludlow will determine the number of shares outstanding and the voting power of each such share; two, determine the shares represented at the meeting and the validity of proxies and ballots; three, count all votes; and four, determine and retain for a reasonable period a record of the outcome of any challenges made to any of her determinations. I have before me the oath of office of the inspector of election. The secretary will file this oath with the minutes of this meeting. Ms. Pellizzari has presented me with copies of the Notice of Annual Meeting, the proxy statement and the form of proxy, together with proof by affidavit of the mailing by Broadridge on April 1, 2021, to each shareholder of record as of the close of business on March 19, 2021. Based on my review of these materials, I have determined that notice of the meeting was properly given. The inspector of election has provided me with a list of shareholders of the company entitled to vote at this meeting as of the record date. This list has been on file at the principal office of the company for inspection during normal business hours since March 30, 2021, as required under Virginia law and will be available for inspection throughout this meeting by any shareholder on the website used to access this meeting. The inspector of election, Ms. Ludlow, has been instructed to take custody of all proxies as well as the list of shareholders, and I order that the list of shareholders be filed with the minutes of this meeting. The inspector of election will now report the number of shares represented at this meeting either in person or by proxy.

Mr. Chair, a total of 103,270,236 shares of common stock of the Insmed, Inc. were outstanding on March 19, 2021, and entitled to be voted at this annual meeting. Holders of shares of common stock are entitled to 1 vote per share. A total of 93,953,612 shares or approximately 90.97% of the shares of common stock outstanding and eligible to vote as of the record date are represented at this meeting either in person or by proxy.

Thank you, Ms. Ludlow. Based on your report, I declare a quorum is present. Ms. Pellizzari, may we open the polls?

Yes. It is 9:07 a.m. on May 12, 2021, and the polls for voting on all matters are open. All shareholders entitled to vote at this meeting have the ability to do so online. If you are a shareholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls and the inspector of election will provide her preliminary report.

Thank you. We will now turn to the items to be acted upon by shareholders at this meeting. Item 1, the election of Class III directors. Under the company's Articles of Incorporation, the members of the Board of Directors are divided into 3 classes with approximately 1/3 of the directors standing for election each year to serve for 3-year terms. I introduced our directors who are present today at the beginning of the meeting, including those standing for election. The first item of business today is the election of 4 Class III directors, each to hold office until 2024 Annual Meeting of Shareholders and until their successors are elected. The 4 nominees standing for election as recommended by the Nominations and Governance Committee and nominated by the Board of Directors are: David R. Brennan; Leo Lee; Carol A. Schafer; and Melvin Sharoky M.D. There were no nominations by shareholders submitted to the company prior to this meeting in accordance with our governance documents. Nominations are therefore closed. The Board unanimously recommends a vote for each of these 4 director nominees. Item 2, advisory vote to approve the compensation of named executive officers. The second item is to conduct an advisory vote on the 2020 compensation of our named executive officers as disclosed in the proxy statement. The Board unanimously recommends a vote for the approval on an advisory basis of the 2020 compensation of our named executive officers. Item 3, ratification of appointment of independent registered public accounting firm. The third item of business is shareholder ratification of the appointment by the Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for 2021. The Board unanimously recommends a vote for the ratification of Ernst & Young LLP in this capacity. Item 4, approval of Amendment #2 to the Insmed Incorporated 2019 Incentive Plan. The fourth item of business is shareholder approval of an amendment to the Insmed Incorporated 2019 Incentive Plan to provide for the issuance of 2.750 million additional shares of common stock under the plan. The Board unanimously recommends a vote for the approval of the amendment to the plan. That concludes the matters to be voted on at this meeting. Are there any questions at this time pertaining to these matters? The polls are about to close. So if you have not yet voted, please do so. [Voting]

The polls are now closed. The secretary will announce the preliminary results.

The inspector of election has delivered her report. Based on this report, the preliminary results of the voting are as follows. On proposal #1, a majority of the votes cast at this meeting were cast in favor of the election of 4 Class III Directors: David R. Brennan, Leo Lee, Carol A. Schafer and Melvin Sharoky M.D. Subject to the confirmation by the inspector of election, these nominees are elected Class III Directors, each to hold office until the 2024 Annual Meeting of Shareholders and until their successors are elected. On proposal #2, by a nonbinding advisory vote, a majority of the votes cast at this meeting approved the 2020 compensation of our named executive officers as discussed in the proxy statement. Subject to the confirmation by the inspector of election, the shareholders have approved the say-on-pay proposal. On proposal #3, the votes cast for Ernst & Young LLP to be ratified as our independent registered public accounting firm for 2021 exceed the votes cast against the proposal. Subject to the confirmation by the inspector of election, the shareholders have ratified the appointment of Ernst & Young LLP in this capacity. On proposal #4, the votes cast for the approval of the amendment to the Insmed Incorporated 2019 Incentive Plan exceed the votes cast against the proposal. Subject to the confirmation by the inspector of election, the shareholders have approved the amendment to the Insmed Incorporated 2019 Incentive Plan. We will file the final report of the inspector of election with minutes of this meeting. We plan to provide the final shareholder voting results as certified by the inspector of election on a Form 8-K to be filed with the Securities and Exchange Commission within 4 business days of this meeting.

Thank you, Ms. Pellizzari, and thanks to everyone who participated today. The meeting is now formally adjourned.

Thank you for attending. You may now disconnect.