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): January 6, 2015
INSULET CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-33462 | 04-3523891 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (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 1.01. Entry into a Material Definitive Agreement.
On January 6, 2015, Peter J. Devlin announced his resignation as the Chief Commercial Officer of Insulet Corporation (the “Company”) effective as of such date. On January 6, 2015, Mr. Devlin and the Company entered into a letter agreement concerning his transitional services and his severance (the “Agreement”).
Pursuant to the Agreement, Mr. Devlin will (i) provide transitional services as a non-executive employee of the Company through April 3, 2015 (the “Separation Date”), (ii) be entitled to be paid at his current rate of base salary through the Separation Date and to be paid his 2014 bonus and a pro-rata 2015 bonus, and (iii) be entitled to receive as severance salary continuation payments for one year after the Separation Date at his current annual base salary.
The Agreement contains restrictive covenants applicable to Mr. Devlin regarding noncompetition, nonsolicitation, nondisparagement and nondisclosure of confidential information and includes a customary release in favor of the Company.
The foregoing description of the Agreement is qualified in its entirety by the full text of the Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.02. Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.
Resignation of Peter J. Devlin as Chief Commercial Officer
On January 6, 2015, Peter J. Devlin notified the Company that he will resign as the Chief Commercial Officer of the Company as of such date. Mr. Devlin has agreed to continue his employment with the Company in a non-executive capacity through April 3, 2015 to assist in the transition of his responsibilities.
On January 7, 2015, the Company issued a press release regarding the resignation of Mr. Devlin and other employment matters. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | Agreement by and between Insulet Corporation and Peter J. Devlin dated January 6, 2015 |
| 99.1 | Press Release dated January 7, 2015 |
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 | ||||
| January 7, 2015 | By: | /s/ Patrick J. Sullivan | ||
| Chief Executive Officer | ||||