Insmed Inc

1. 1

   Election of Class II Directors

   ManagementBoard: FOR

   Elect two Class II directors, Elizabeth McKee Anderson and Clarissa Desjardins, Ph.D., to serve until the 2029 Annual Meeting of Shareholders.

2. 2

   Advisory Vote on the 2025 Compensation of Our Named Executive Officers

   ManagementBoard: FOR

   Non-binding, advisory approval (say-on-pay) of the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the disclosed 2025 compensation paid to the Company’s named executive officers (NEOs). Management seeks this advisory approval to confirm investor support for its pay philosophy, which emphasizes alignment with shareholder interests through a substantial portion of compensation being variable and performance-based (annual cash incentives, stock options, RSUs, and PSUs). Contextually, Insmed held an annual say-on-pay in 2025 and the Board adopted annual votes going forward following shareholder feedback in 2023; the Compensation Committee uses market peer benchmarking, an independent compensation consultant, and a mix of corporate and individual performance metrics to set pay. The Company’s 2025 performance highlights cited by management include a BRINSUPRI U.S. launch, 19% year-over-year ARIKAYCE revenue growth, positive clinical readouts and progression of pipeline programs, and significant TSR appreciation in 2025, which management argues justify the incentive outcomes. The Board indicates it will consider the advisory vote outcome but that the vote is not binding; it also emphasizes governance features such as caps, recoupment policies, stock ownership guidelines, independent committee oversight, and consultant independence to mitigate pay-for-performance misalignment and risk-taking. A favorable vote would be interpreted by management and the Compensation Committee as endorsement of the program and could reinforce current compensation design; an adverse vote would trigger shareholder engagement and potential reconsideration of elements of the program. Given prior strong support (approximately 97% in 2025) and the Company’s recent corporate milestones, management expects and recommends a FOR vote while acknowledging the advisory nature and ongoing shareholder engagement.

3. 3

   Ratification of the Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

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When is the Insmed Inc 2026 annual meeting?

Insmed Inc (INSM) holds its 2026 annual shareholder meeting on Wednesday, May 13, 2026.

What is the record date for the Insmed Inc 2026 meeting?

The record date for the Insmed Inc 2026 meeting is Friday, March 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Insmed Inc's 2026 meeting?

The board is presenting 2 director nominees at the Insmed Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Insmed Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Insmed Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.