INSULET CORP (Form: 8-K, Received: 01/07/2019 17:32:11)

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 3, 2019

INSULET CORPORATION
(Exact name of registrant as specified in its charter)

Delaware

001-33462

04-3523891

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

100 Nagog Park
Acton, Massachusetts 01720
(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ⃞

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. ⃞

Item 2.02 – Results of Operations and Financial Condition.

On January 7, 2019, Insulet Corporation (the “ Company ”) issued a press release that included a reaffirmation of previously announced revenue guidance for the fiscal quarter and fiscal year ended December 31, 2018. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K

The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02 – Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

Chief Financial Officer Transition

On January 3, 2019, the Board of Directors (the “ Board ”) of the Company appointed Wayde D. McMillan to the position of Executive Vice President, Chief Financial Officer, effective upon his commencement of employment with the Company. Mr. McMillan will become the Company’s principal financial and accounting officer as of the first business day following the filing of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018 (the “ 2018 Form 10-K ”).

For the last 16 years, Mr. McMillan has been employed at Medtronic’s Minimally Invasive Therapies Group (formerly, Covidien). Since January 2015, when Medtronic acquired Covidien, he has served as the Minimally Invasive Therapies Group’s Chief Financial Officer, V.P. Finance. Prior to the Medtronic acquisition, Mr. McMillan served in various roles of increasing responsibility at Covidien, including Vice President Finance and Controller, Respiratory and Monitoring Solutions, Vice President, Chief Financial Officer, Surgical Solutions and Vice President, Chief Financial Officer Medical Devices & U.S. Mr. McMillan received his Bachelor of Science in Business Administration, cum laude, from Merrimack College, and his Master of Business Administration, with distinction, from Bentley University’s McCallum Graduate School of Business. Mr. McMillan has no family relationship with any director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer and currently does not hold a directorship with any public company.

In connection with Mr. McMillan’s appointment, the Company and Mr. McMillan have entered into an employment offer letter, setting forth Mr. McMillan’s initial compensation terms, which terms were approved by the Compensation Committee of the Board. Such terms include an initial annual base salary of $450,000, a 2019 target bonus opportunity equal to 70% of his annual base salary, a 2019 annual long-term incentive equity award with a grant date fair value of $1,300,000, and a sign-on long-term incentive equity award with a grant date fair value of $2,000,000. Mr. McMillan also will receive a one-time cash signing bonus of $300,000, which will be repayable in the event that he voluntarily leaves employment within 2 years. The foregoing description of the employment offer letter is qualified by reference to the text of the letter, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

After several years of distinguished service, the Company and Michael Levitz have agreed that Mr. Levitz will depart as an officer of the Company following the filing of the 2018 Form 10-K and an agreed-upon period of transition. Mr. Levitz’s departure will be treated as a “Terminating Event” under the Company’s Amended and Restated Executive Severance Plan.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description

10.1		Offer Letter between Wayde D. McMillan and Insulet Corporation, dated January 3, 2019.

99.1		Press Release, dated January 7, 2019.

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, 2019	By:	/s/ Shacey Petrovic
		Name: Shacey Petrovic
		Title: President and Chief Executive Officer

Exhibit 10.1

January 3, 2019

Wayde D. McMillan
132 Somersby Way
Farmington, CT 06032

Dear Wayde:

Insulet Corporation (“Company”) is pleased to offer you the full time position of Executive Vice President, Chief Financial Officer reporting to me. We are excited about the prospect of you joining Insulet and look forward to your meaningful contributions to the Company as we embark on an exciting new chapter in the Company’s history. We will determine a mutually beneficial start date with you. Regardless of your start date, you will not assume the responsibilities of being the Company’s “principal financial and accounting officer” within the meaning of Securities and Exchange Commission (“SEC”) rules until after the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 has been filed with the SEC.

Your salary will be $17,307.69 biweekly (equivalent to $450,000 on an annualized basis), paid in accordance with the Company’s normal payroll practices as established or modified from time to time. You will be eligible to participate in our annual bonus program beginning fiscal year 2019 with a target bonus opportunity that is equal to seventy percent (70%) of your annual base salary. Payout typically takes place in the first quarter following the end of the calendar plan year.

The Company is committed to sharing its continued success with its employees through long-term incentive opportunities. You will be eligible to participate in the Company’s long-term incentive program, which currently provides for annual equity awards. For fiscal 2019, the Company will issue an award to you with a grant date fair value equal to one million three hundred thousand dollars ($1,300,000) (“FY19 Annual Equity Award”). The grant date of the FY19 Annual Equity Award will be the same grant date as determined by the Compensation Committee of the Company’s Board of Directors for grants of fiscal year 2019 annual equity awards to Company employees (assuming you have joined us as an employee by such date). Fifty percent (50%) of the FY19 Annual Equity Award will be delivered to you in the form of performance restricted stock units (“PRSUs”) and the remaining fifty percent (50%) will be delivered to you in equal portions of RSUs (i.e., 25% of the grant date fair value) and stock options (i.e., 25% of the grant date fair value). The actual number of PRSUs and RSUs granted to you for the FY19 Annual Equity Award will be calculated by dividing the grant date value of the respective award by the closing price of a share of Company common stock on the grant date. The actual number of stock options granted to you for your FY19 Annual Equity Award will be calculated by dividing the dollar value of the option award by the Black-Scholes option valuation of the closing price of a share of Company common stock on the grant date. These awards will vest on the same terms and conditions as established by the Compensation Committee of the Board of Directors for purposes of the fiscal 2019 annual equity award. The material terms of these equity awards will be contained in a terms and conditions document which will be issued to you at the time of grant. The terms and conditions document under which each award is issued shall govern.

In addition, you will receive a sign-on equity award with a grant date fair value of two million dollars ($2,000,000), which will be delivered to you in the form of restricted stock units (“RSUs”). The actual number of RSUs granted to you for your sign-on award will be calculated by dividing the dollar value of the RSU award by the closing price of a share of Insulet common stock on the grant date. These RSUs will vest in substantially equal installments on the first, second and third anniversary of the grant date. The Company grants equity on the first trading day of every month. The grant date for your sign-on equity award will be the first trading day of the month that immediately follows your employment commencement date. The material terms of your sign-on award will be contained in a terms and conditions document which will be issued to you at the time of grant. The terms and conditions document under which each award is issued shall govern.

In addition, the Company will pay to you a one-time signing bonus of three hundred thousand dollars ($300,000) payable within thirty (30) days of your hire date. This is considered taxable income. If you leave the Company voluntarily within two years of your hire date, you will be required to pay back the signing bonus and any relocation benefits paid on your behalf on a pro-rata basis. For clarity, we note that, for purposes of repayment of a sign-on bonus and relocation benefits, a termination of employment for “Good Reason” subject and pursuant to the Insulet Corporation Amended and Restated Executive Severance Plan (“Severance Plan”) does not constitute a voluntary termination of employment with the Company.

You will be eligible for severance and change in control benefits pursuant and subject to the terms of the Severance Plan. You will also be eligible to participate in the Company’s employee benefits programs to the same extent as, and subject to the same terms, conditions and limitations applicable to, other similarly-situated employees of the Company; provided, however, that your eligibility for relocation benefits shall be extended to twenty four (24) months after your hire date. For a more detailed understanding of these employee benefits and the applicable eligibility requirements, please consult the summary plan descriptions for the programs.

By signing this offer letter, you confirm that you will not disclose any confidential information from any other employer to Insulet. You also will be required to sign the Company’s standard Proprietary Information and Non-Competition Agreements as a condition of your employment with the Company.

Also, just as the Company regards the protection of our trade secrets and other confidential information as a matter of great importance, we also respect that you may have obligations to your present or other prior employer (including safeguarding its confidential information), and we expect you to honor them as well. To that end, we expect that you will not take any documents or other confidential information from your employer of any kind, if and when you depart. Further, you should not bring with you to the Company, or use in the performance of your responsibilities for the Company, any confidential or proprietary business information, materials or documents of a former employer.

While we are hopeful and confident that our relationship will be mutually rewarding, satisfactory and sustaining, this letter shall not be construed as an agreement, either express or implied, to employ you for any stated term, and shall in no way alter the Company’s policy of employment at will, under which both you and the Company remain free to end the employment relationship, for any reason, at any time, with or without notice. Similarly, nothing in this letter shall be construed as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company, except as otherwise provided in the Severance Plan. Also, this letter constitutes our entire offer regarding the terms and conditions of your employment by the Company, and it supersedes any prior agreements, or other promises or statements (whether oral or written) regarding the offered terms of employment. Your employment with Insulet shall be governed by and construed under the internal laws of the Commonwealth of Massachusetts, without giving effect to conflict of law principles.

On your first day of work, you should plan to arrive at our Acton offices at 8:45am and check in with the Receptionist upon arrival. For the purpose of completing the I-9 form, please bring with you sufficient documentation to demonstrate your eligibility to work in the United States of America. As required by federal law, this verification must occur by the third day of your employment.

It is with great pleasure that we welcome you to Insulet! We recognize that our success is the direct result of the contributions made by our dedicated and talented workforce. We look forward to further strengthening the Insulet team with your contributions.

Best regards,

__ /s/ Shacey Petrovic __________________________________

Shacey Petrovic
President and Chief Executive Officer

Acceptance: Your signature below confirms your acceptance of the offer to join Insulet as Executive Vice President, Chief Financial Officer and also confirms you have reviewed the job description for this position and that you meet the minimum qualifications required of this role.

__ /s/ Wayde D. McMillan __________________________________
Signature

Exhibit 99.1

Insulet Appoints Wayde McMillan Chief Financial Officer

ACTON, Mass.--(BUSINESS WIRE)--January 7, 2019--Insulet Corporation (NASDAQ: PODD) (Insulet or the Company), the global leader in tubeless insulin pump technology with its Omnipod ^® Insulin Management System (Omnipod System), today announced that Wayde McMillan has been appointed Executive Vice President and Chief Financial Officer, effective March 1, 2019, succeeding Michael Levitz. To ensure a smooth and successful transition, Mr. McMillan will join the Company in February and Mr. Levitz will continue with the Company in an advisory capacity for a period following the succession effective date.

Mr. McMillan is a seasoned executive with more than 20 years of corporate finance and accounting experience. Over the course of his career, he has developed expertise in strategic financial planning and business development at both multi-billion dollar public companies and entrepreneurial start-up ventures. Most recently, Mr. McMillan served as Chief Financial Officer and Vice President of Finance of the Minimally Invasive Therapies Group at Medtronic, where he played a key role in integration efforts following the company’s acquisition of Covidien plc in 2015, including reorganizing into the Medtronic Group structure and developing a new global financial plan and strategy.

“We are excited to welcome a leader of Wayde’s caliber to Insulet as the Company transitions to profitability, expands internationally, and enters its next phase of rapid growth,” said Shacey Petrovic, President and Chief Executive Officer. “Wayde has significant expertise scaling large organizations and a thorough understanding of the strategies we are pursuing globally to accelerate growth and build on our strong foundation. We look forward to benefitting from Wayde’s experience as we continue to position the Company for long-term success and solidify our leadership in the global management of diabetes.”

“I am honored to join the team at Insulet, a company with a strong mission dedicated to improving the lives of people impacted by diabetes,” said Mr. McMillan. “I look forward to working alongside the Insulet leadership team and contributing to the Company’s initiatives to drive growth, profitability and value creation for shareholders.”

Ms. Petrovic continued, “On behalf of the Board of Directors and the entire Company, I want to thank Mike Levitz for his numerous contributions, as well as his support during this transition period. Over the last four years, Mike has helped develop and execute our strategic imperatives, strengthen our infrastructure and capabilities in support of future growth, and generate exceptional value for shareholders. We wish Mike all the best in his future endeavors.”

The Company is reaffirming its previously announced revenue guidance for the fourth quarter and full year 2018, which were outlined in Insulet’s third quarter 2018 earnings announcement.

About Wayde McMillan:

Wayde McMillan is a seasoned executive who brings to Insulet more than 20 years of corporate finance and accounting experience. Most recently, Mr. McMillan served as Chief Financial Officer and Vice President of Finance of the Minimally Invasive Therapies Group at Medtronic, where he managed an $8 billion revenue business with greater than 20,000 employees and a global Finance team. He played a critical role in integration efforts following the company’s acquisition of Covidien plc in 2015, including reorganizing into the Medtronic Group structure and developing a new global financial plan and strategy. Prior to Medtronic’s acquisition of Covidien, he held a variety of leadership positions at Covidien, including Chief Financial Officer and Vice President of Finance of the Medical Devices Group & U.S., Chief Financial Officer and Vice President of Finance of the Surgical Solutions Business Unit, and Vice President of Finance and Controller of the Respiratory and Monitoring Solutions Business Unit. Mr. McMillan started his career in accounting, audit, financial analysis and investor relations positions at various institutions. He holds a B.S. in Business Administration from Merrimack College and an MBA from the Bentley University McCallum Graduate School of Business.

About Insulet Corporation:

Insulet Corporation (NASDAQ: PODD), headquartered in Massachusetts, is an innovative medical device company dedicated to making the lives of people with diabetes and other conditions easier through the use of its Omnipod product platform. The Omnipod Insulin Management System provides a unique alternative to traditional insulin delivery methods. With its simple, wearable design, the disposable Pod provides up to three days of non-stop insulin delivery, without the need to see or handle a needle. Insulet also leverages the unique design of its Pod, by tailoring its Omnipod technology platform for the delivery of non-insulin subcutaneous drugs across multiple therapeutic areas. Founded in 2000, more than 150,000 users across the globe rely on Insulet’s Omnipod Insulin Management System to bring simplicity and freedom to their lives.

On July 1, 2018, Insulet assumed direct operations of its Omnipod Insulin Management System product line in Europe, including sales, marketing, training and customer support activities. This allows Insulet to be closer to the diabetes community and identify opportunities to support European customer needs over the long-term, as Insulet does in the United States and Canada.

For more information, please visit: www.insulet.com and www.myomnipod.com .

Forward-Looking Statement:

This press release may contain forward-looking statements concerning Insulet's expectations, anticipations, intentions, beliefs or strategies regarding the future. These forward-looking statements are based on its current expectations and beliefs concerning future developments and their potential effects on Insulet. There can be no assurance that future developments affecting Insulet will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond its control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, and other risks and uncertainties described in its Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on February 22, 2018 in the section entitled "Risk Factors," and in its other filings from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of its assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Insulet undertakes no obligation to publicly update or revise any forward-looking statements.

CONTACT:
Investor Relations and Media:
Deborah R. Gordon, 978-600-7717
Vice President, Investor Relations and Corporate Communications
dgordon@insulet.com