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INSMED INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and INSMED INC.’s Form 8-K, filed 2024-05-13 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 7Ballot items
  • 316Asset managers
  • 2,798Fund votes
  • 2024-05-13Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore INSMED INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by INSMED INC.

These tallies are INSMED INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-05-13 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

INSMED INC. — official shareholder meeting results, meeting held 2024-05-13
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: David R. Brennan 120,537,761---- 8,278,23610,923,081 Majority: yes
Elect Director: Leo Lee 125,634,442---- 3,181,55510,923,081 Majority: yes
Elect Director: Carol A. Schafer 113,910,394---- 14,905,60310,923,081 Majority: yes
Elect Director: Melvin Sharoky, M.D. 117,140,717---- 11,675,28010,923,081 Majority: yes
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: 120,643,0458,076,14496,808 --10,923,081 Majority: yes
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, 2024: 135,507,0264,170,27961,773 ---- Majority: yes
By the following vote, shareholders approved Amendment No. 1 to the 2019 Incentive Plan: 122,169,8236,589,41456,760 --10,923,081 Majority: yes

Source: INSMED INC., Form 8-K, filed with the SEC on 2024-05-13 — read the filing on EDGAR.

How asset managers voted at the INSMED INC. 2023-2024 meeting

Each item below shows how the 316 asset managers that disclosed a INSMED INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. An advisory vote on the 2023 compensation of our named executive officers.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 13 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 120,643,045AGAINST: 8,076,144

INSMED INC.’s own tally for this item (“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:”): 120,643,045 for, 8,076,144 against, per its Form 8-K filed 2024-05-13 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 148,560,882 outstanding shares: 81% for, 5% against (87% of the company cast a for/against vote).

The 314 asset managers below cast 95% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the company's reported shares outstanding.

FOR 95%
FOR: 94.5%AGAINST: 5.4%ABSTAIN: 0.0%NOT VOTED: 0.0%UNKNOWN: 0.0%
Largest asset managers voting on “An advisory vote on the 2023 compensation of our named executive officers.” at INSMED INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price24,942,1350 00For
Fidelity16,924,412740,920 00For
Vanguard14,643,4450 00For
State Street8,820,4210 00For
BlackRock7,436,7500 00For
Palo Alto Investors LP5,484,9640 00For
Deep Track Capital, LP4,783,6790 00For
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST3,482,3210 00For
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC3,471,0700 00For
GEODE CAPITAL MANAGEMENT, LLC3,138,8680 00For
AllianceBernstein3,058,7730 00For
FRANKLIN ADVISERS INC3,037,1700 00For
Charles Schwab2,338,7900 00For
Delaware/Macquarie2,267,1330 00For
Janus Henderson2,030,2680 00For
SUVRETTA CAPITAL MANAGEMENT, LLC1,965,4970 00For
RTW INVESTMENTS, LP1,795,9840 00For
Columbia Threadneedle1,625,5870 00For
FRANKLIN STRATEGIC SERIES1,598,7400 00For
First Trust1,474,3200 00For
Newton Investment Management North America, LLC01,414,080 00Against
JANUS INVESTMENT FUND1,399,0270 00For
PICTET ASSET MANAGEMENT SA1,363,9030 00For
Novo Holdings A/S1,339,3040 00For
Octagon Capital Advisors LP1,284,0000 00For

Showing the 25 largest of 314 asset managers. See all 314 in the interactive database.

2. Approval of Amendment No. 1 to the Insmed Incorporated Amended and Restated 2019 Incentive Plan.

COMPENSATIONMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 122,169,823AGAINST: 6,589,414

INSMED INC.’s own tally for this item (“By the following vote, shareholders approved Amendment No. 1 to the 2019 Incentive Plan:”): 122,169,823 for, 6,589,414 against, per its Form 8-K filed 2024-05-13 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 148,560,882 outstanding shares: 82% for, 4% against (87% of the company cast a for/against vote).

The 100 asset managers below cast 97% of the shares they voted on this item FOR (69,169,294 for, 1,867,887 against).

FOR 97%
FOR: 69,169,294 (97.3%)AGAINST: 1,867,887 (2.6%)ABSTAIN: 41,120 (0.1%)
Largest asset managers voting on “Approval of Amendment No. 1 to the Insmed Incorporated Amended and Restated 2019 Incentive Plan.” at INSMED INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard14,238,0020 00For
T. Rowe Price10,632,2410 00For
Fidelity9,678,430257,061 00For
Palo Alto Investors LP5,484,9640 00For
BlackRock3,405,1450 00For
State Street3,065,517482 00For
Delaware/Macquarie2,267,1330 00For
Columbia Threadneedle1,625,5870 00For
FRANKLIN STRATEGIC SERIES1,598,7400 00For
First Trust1,465,6260 00For
JANUS INVESTMENT FUND1,399,0270 00For
BNY Mellon1,153,2170 00For
Charles Schwab1,152,8730 00For
AllianceBernstein1,138,1490 00For
Principal1,007,2590 00For
WILLIAM BLAIR FUNDS909,9710 00For
Waddell & Reed654,5150 00For
MUTUAL FUND SERIES TRUST635,1850 00For
American Century0614,619 00Against
Loomis Sayles543,3060 00For
TIAA518,1660 00For
Legg Mason477,3000 00For
Manager Directed Portfolios447,8920 00For
FINANCIAL INVESTORS TRUST396,8870 00For
Equitable395,0800 00For

Showing the 25 largest of 100 asset managers. See all 100 in the interactive database.

3. Election of four Class III directors, David R. Brennan, Leo Lee, Carol A. Schafer, and Melvin Sharoky, M.D., to serve until the 2027 Annual Meeting of Shareholders: David R. Brennan

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 120,537,761WITHHELD: 8,278,236

INSMED INC.’s own tally for this item (“Elect Director: David R. Brennan”): 120,537,761 for, 8,278,236 withheld, per its Form 8-K filed 2024-05-13 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 148,560,882 outstanding shares: 81% for, 6% withheld (87% of the company cast a for/withheld vote).

The 98 asset managers below cast 100% of the shares they voted on this item FOR (72,746,386 for, 0 against).

FOR 96%
FOR: 72,746,386 (95.8%)ABSTAIN: 3,171,797 (4.2%)
Largest asset managers voting on “Election of four Class III directors, David R. Brennan, Leo Lee, Carol A. Schafer, and Melvin Sharoky, M.D., t” at INSMED INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard14,238,0020 00For
T. Rowe Price8,369,1150 2,263,1260For
RWC Asset Management LLP10,600,0000 00For
Fidelity9,935,4910 00For
BlackRock3,405,1450 00For
State Street3,065,6080 3910For
Delaware/Macquarie2,267,1330 00For
Columbia Threadneedle1,625,5870 00For
FRANKLIN STRATEGIC SERIES1,598,7400 00For
First Trust1,465,6260 00For
JANUS INVESTMENT FUND1,399,0270 00For
BNY Mellon1,153,2170 00For
Charles Schwab1,152,8730 00For
AllianceBernstein1,138,1490 00For
Principal751,6390 255,6200For
WILLIAM BLAIR FUNDS909,9710 00For
Waddell & Reed654,5150 00For
MUTUAL FUND SERIES TRUST635,1850 00For
American Century614,6190 00For
Loomis Sayles543,3060 00For
TIAA518,1660 00For
Legg Mason477,3000 00For
Manager Directed Portfolios447,8920 00For
FINANCIAL INVESTORS TRUST00 396,8870Abstain
Equitable395,0800 00For

Showing the 25 largest of 98 asset managers. See all 98 in the interactive database.

4. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 135,507,026AGAINST: 4,170,279

INSMED INC.’s own tally for this item (“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, 2024:”): 135,507,026 for, 4,170,279 against, per its Form 8-K filed 2024-05-13 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 148,560,882 outstanding shares: 91% for, 3% against (94% of the company cast a for/against vote).

The 98 asset managers below cast 99.7% of the shares they voted on this item FOR (75,074,603 for, 186,816 against).

FOR 99.6%
FOR: 75,074,603 (99.7%)AGAINST: 186,816 (0.2%)ABSTAIN: 41,120 (0.1%)
Largest asset managers voting on “Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for ” at INSMED INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard14,238,0020 00For
T. Rowe Price10,632,2410 00For
RWC Asset Management LLP9,984,3560 00For
Fidelity9,935,4910 00For
BlackRock3,405,1450 00For
State Street3,065,517482 00For
Delaware/Macquarie2,267,1330 00For
Columbia Threadneedle1,625,5870 00For
FRANKLIN STRATEGIC SERIES1,598,7400 00For
First Trust1,465,6260 00For
JANUS INVESTMENT FUND1,399,0270 00For
BNY Mellon1,153,2170 00For
Charles Schwab1,152,8730 00For
AllianceBernstein1,138,1490 00For
Principal1,007,2590 00For
WILLIAM BLAIR FUNDS909,9710 00For
Waddell & Reed654,5150 00For
MUTUAL FUND SERIES TRUST635,1850 00For
American Century614,6190 00For
Loomis Sayles543,3060 00For
TIAA518,1660 00For
Legg Mason477,3000 00For
Manager Directed Portfolios447,8920 00For
FINANCIAL INVESTORS TRUST396,8870 00For
Equitable395,0800 00For

Showing the 25 largest of 98 asset managers. See all 98 in the interactive database.

5. Election of four Class III directors, David R. Brennan, Leo Lee, Carol A. Schafer, and Melvin Sharoky, M.D., to serve until the 2027 Annual Meeting of Shareholders: Carol A. Schafer

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%12%
FOR: 113,910,394WITHHELD: 14,905,603

INSMED INC.’s own tally for this item (“Elect Director: Carol A. Schafer”): 113,910,394 for, 14,905,603 withheld, per its Form 8-K filed 2024-05-13 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 148,560,882 outstanding shares: 77% for, 10% withheld (87% of the company cast a for/withheld vote).

The 97 asset managers below cast 100% of the shares they voted on this item FOR (68,595,599 for, 0 against).

FOR 91%9%
FOR: 68,595,599 (91.1%)ABSTAIN: 6,687,399 (8.9%)
Largest asset managers voting on “Election of four Class III directors, David R. Brennan, Leo Lee, Carol A. Schafer, and Melvin Sharoky, M.D., t” at INSMED INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard14,238,0020 00For
T. Rowe Price8,369,1150 2,263,1260For
RWC Asset Management LLP10,600,0000 00For
Fidelity9,935,4910 00For
BlackRock3,405,1450 00For
State Street3,065,2160 7830For
Delaware/Macquarie2,267,1330 00For
Columbia Threadneedle1,625,5870 00For
FRANKLIN STRATEGIC SERIES1,598,7400 00For
First Trust1,465,6260 00For
JANUS INVESTMENT FUND1,399,0270 00For
BNY Mellon1,153,2170 00For
Charles Schwab00 1,152,8730Abstain
AllianceBernstein00 1,138,1490Abstain
Principal519,2420 488,0170For
WILLIAM BLAIR FUNDS909,9710 00For
Waddell & Reed654,5150 00For
American Century614,6190 00For
Loomis Sayles00 543,3060Abstain
TIAA518,1660 00For
Legg Mason477,3000 00For
Manager Directed Portfolios447,8920 00For
FINANCIAL INVESTORS TRUST00 396,8870Abstain
Equitable243,7600 151,3200For
Putnam392,9200 00For

Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.

6. Election of four Class III directors, David R. Brennan, Leo Lee, Carol A. Schafer, and Melvin Sharoky, M.D., to serve until the 2027 Annual Meeting of Shareholders: Leo Lee

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 125,634,442WITHHELD: 3,181,555

INSMED INC.’s own tally for this item (“Elect Director: Leo Lee”): 125,634,442 for, 3,181,555 withheld, per its Form 8-K filed 2024-05-13 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 148,560,882 outstanding shares: 85% for, 2% withheld (87% of the company cast a for/withheld vote).

The 97 asset managers below cast 100% of the shares they voted on this item FOR (74,492,153 for, 0 against).

FOR 99%
FOR: 74,492,153 (98.9%)ABSTAIN: 790,845 (1.1%)
Largest asset managers voting on “Election of four Class III directors, David R. Brennan, Leo Lee, Carol A. Schafer, and Melvin Sharoky, M.D., t” at INSMED INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard14,238,0020 00For
T. Rowe Price10,632,2410 00For
RWC Asset Management LLP10,600,0000 00For
Fidelity9,935,4910 00For
BlackRock3,405,1450 00For
State Street3,065,6080 3910For
Delaware/Macquarie2,267,1330 00For
Columbia Threadneedle1,625,5870 00For
FRANKLIN STRATEGIC SERIES1,598,7400 00For
First Trust1,465,6260 00For
JANUS INVESTMENT FUND1,399,0270 00For
BNY Mellon1,153,2170 00For
Charles Schwab1,152,8730 00For
AllianceBernstein1,138,1490 00For
Principal751,6390 255,6200For
WILLIAM BLAIR FUNDS909,9710 00For
Waddell & Reed654,5150 00For
American Century614,6190 00For
Loomis Sayles543,3060 00For
TIAA518,1660 00For
Legg Mason477,3000 00For
Manager Directed Portfolios447,8920 00For
FINANCIAL INVESTORS TRUST00 396,8870Abstain
Equitable395,0800 00For
Putnam392,9200 00For

Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.

7. Election of four Class III directors, David R. Brennan, Leo Lee, Carol A. Schafer, and Melvin Sharoky, M.D., to serve until the 2027 Annual Meeting of Shareholders: Melvin Sharoky, M.D.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%9%
FOR: 117,140,717WITHHELD: 11,675,280

INSMED INC.’s own tally for this item (“Elect Director: Melvin Sharoky, M.D.”): 117,140,717 for, 11,675,280 withheld, per its Form 8-K filed 2024-05-13 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 148,560,882 outstanding shares: 79% for, 8% withheld (87% of the company cast a for/withheld vote).

The 97 asset managers below cast 100% of the shares they voted on this item FOR (70,370,723 for, 0 against).

FOR 93%
FOR: 70,370,723 (93.5%)ABSTAIN: 4,912,275 (6.5%)
Largest asset managers voting on “Election of four Class III directors, David R. Brennan, Leo Lee, Carol A. Schafer, and Melvin Sharoky, M.D., t” at INSMED INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard14,238,0020 00For
T. Rowe Price8,369,1150 2,263,1260For
RWC Asset Management LLP10,600,0000 00For
Fidelity9,935,4910 00For
BlackRock3,405,1450 00For
State Street3,064,7350 1,2640For
Delaware/Macquarie2,267,1330 00For
Columbia Threadneedle1,625,5870 00For
FRANKLIN STRATEGIC SERIES1,598,7400 00For
First Trust1,465,6260 00For
JANUS INVESTMENT FUND1,399,0270 00For
BNY Mellon1,153,2170 00For
Charles Schwab1,152,8730 00For
AllianceBernstein00 1,138,1490Abstain
Principal519,2420 488,0170For
WILLIAM BLAIR FUNDS909,9710 00For
Waddell & Reed654,5150 00For
American Century614,6190 00For
Loomis Sayles543,3060 00For
TIAA518,1660 00For
Legg Mason477,3000 00For
Manager Directed Portfolios447,8920 00For
FINANCIAL INVESTORS TRUST00 396,8870Abstain
Equitable243,7600 151,3200For
Putnam392,9200 00For

Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.

Largest INSMED INC. shareholders voting in 2023-2024

Ranked by the number of INSMED INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 148,560,882 shares outstanding at the time of that meeting.

Top INSMED INC. shareholders by shares voted, 2023-2024
#Asset manager % of shares outstanding
1T. Rowe Price 16.79%
2Fidelity 11.89%
3Vanguard 9.86%
4State Street 5.94%
5BlackRock 5.01%
6Palo Alto Investors LP 3.69%
7Deep Track Capital, LP 3.22%
8MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST 2.34%
9WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC 2.34%
10GEODE CAPITAL MANAGEMENT, LLC 2.11%

Reported INSMED INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

INSMED INC. beneficial owners on record for the 2023-2024 proxy season
Holder % outstanding Disclosure
JPMorgan Chase 15.51% 13F
Vanguard Group 13.42% 13F
BlackRock 8.32% 13F
T. Rowe Price 7.25% 13F
FMR (Fidelity) 6.18% 13F
State Street 3.97% 13F
Franklin Templeton 2.40% 13F
Geode Capital 2.13% 13F
BNY Mellon 1.38% 13F
Capital International 1.09% 13F

Percentages above are of 148,560,882 shares outstanding, as reported by INSMED INC. on its Form 10-Q dated 2024-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from INSMED INC.’s 10-Q dated 2024-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At INSMED INC.'s shareholder meeting held 2024-05-13, in the 2023-2024 proxy season, 316 asset managers reported how they voted on 7 ballot items in their SEC Form N-PX filings, covering 2,798 separate fund positions. On the most widely held item on that ballot — An advisory vote on the 2023 compensation of our named executive officers. — FOR was 94% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: INSMED INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2024-05-13.

INSMED INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.