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INSMED INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and INSMED INC.’s Form 8-K, filed May 16, 2025 (Item 5.07 on EDGAR). Page generated October 25, 2026.

5Ballot items
431Asset managers
3,149Fund votes
May 15, 2025Meeting date

Results at a glance

Meeting of May 15, 2025: 5 items on INSMED INC.’s Form 8-K, filed May 16, 2025: 3 approved · 2 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

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

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

Official 2024-2025 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 May 16, 2025 (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 May 15, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Leo Lee	128,784,508	--	--	18,556,201	18,995,441	87%	Not verified	—
Elect Director: William H. Lewis	140,744,212	--	--	6,596,497	18,995,441	96%	Not verified	—
2. Advisory Vote on the 2024 Compensation of Named Executive Officers	142,263,777	4,990,969	85,963	--	18,995,441	97%	Approved	—
3. Ratification of the Appointment of an Independent Registered Public Accounting Firm	160,950,440	5,335,836	49,874	--	--	97%	Approved	—
4. Approval of Amendment No. 2 to the Insmed Incorporated Amended and Restated 2019 Incentive Plan	137,896,887	9,337,276	106,546	--	18,995,441	94%	Approved	—

Source: INSMED INC., Form 8-K, filed with the SEC on May 16, 2025 — read the filing on EDGAR.

How asset managers voted at the INSMED INC. 2024-2025 meeting

Each item below shows how the 431 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. Elect Director: Leo Lee

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%

FOR: 128,784,508WITHHELD: 18,556,201

Details: description as filed, official tally, votes by 127 asset managers

Description as filed by funds: Election of two Class I directors, Leo Lee and William H. Lewis, to serve until the 2028 Annual Meeting of Shareholders: Leo Lee

INSMED INC.’s own tally for this item (“Elect Director: Leo Lee”): 128,784,508 for, 18,556,201 withheld, per its Form 8-K filed May 16, 2025 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 87% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 127 asset managers below reported 70,907,141 for, 12,758,597 withheld, 313,809 abstained.

FORWITHHOLD

FOR: 70,907,141ABSTAIN: 313,809WITHHOLD: 12,758,597

Largest asset managers voting on “Election of two Class I directors, Leo Lee and William H. Lewis, to serve until the 2028 Annual Meeting of Sha” at INSMED INC., 2024-2025
Asset manager	For	Abstain	Withheld	Vote
Vanguard	18,436,263	0	0	For
T. Rowe Price	0	0	10,622,227	Withhold
Capital Group	7,109,620	0	0	For
Fidelity	6,573,395	0	0	For
BlackRock	4,539,645	0	0	For
JPMorgan	4,182,388	0	0	For
Columbia Threadneedle	2,622,072	0	0	For
State Street	1,793,293	0	0	For
Charles Schwab	1,579,367	0	0	For
Delaware/Macquarie	1,420,027	0	0	For
Lord Abbett	1,210,460	0	0	For
Principal	823,110	0	313,823	Mixed
TIAA	1,136,688	0	0	For
Artisan	1,109,924	0	0	For
MUTUAL FUND SERIES TRUST	1,101,371	0	0	For
JANUS INVESTMENT FUND	988,239	0	0	For
Invesco	925,726	0	0	For
Legg Mason	923,314	0	0	For
Jackson National	875,730	45,662	0	For
AllianceBernstein	0	0	779,981	Withhold
Bridge Builder Trust	750,679	0	0	For
FRANKLIN STRATEGIC SERIES	734,743	0	0	For
American Century	705,825	0	0	For
Equitable	298,883	0	382,617	Mixed
WILLIAM BLAIR FUNDS	494,121	0	0	For

Showing the 25 largest of 127 asset managers. See all 127 in the interactive database.

2. Elect Director: William H. Lewis

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 140,744,212WITHHELD: 6,596,497

Details: description as filed, official tally, votes by 127 asset managers

Description as filed by funds: Election of two Class I directors, Leo Lee and William H. Lewis, to serve until the 2028 Annual Meeting of Shareholders: William H. Lewis

INSMED INC.’s own tally for this item (“Elect Director: William H. Lewis”): 140,744,212 for, 6,596,497 withheld, per its Form 8-K filed May 16, 2025 (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.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 127 asset managers below reported 83,388,181 for, 301,541 withheld, 289,825 abstained.

FOR

FOR: 83,388,181ABSTAIN: 289,825WITHHOLD: 301,541

Largest asset managers voting on “Election of two Class I directors, Leo Lee and William H. Lewis, to serve until the 2028 Annual Meeting of Sha” at INSMED INC., 2024-2025
Asset manager	For	Abstain	Withheld	Vote
Vanguard	18,436,263	0	0	For
T. Rowe Price	10,622,227	0	0	For
Capital Group	7,109,620	0	0	For
Fidelity	6,573,395	0	0	For
BlackRock	4,539,645	0	0	For
JPMorgan	4,182,388	0	0	For
Columbia Threadneedle	2,622,072	0	0	For
State Street	1,793,224	0	69	For
Charles Schwab	1,579,367	0	0	For
Delaware/Macquarie	1,420,027	0	0	For
Lord Abbett	1,210,460	0	0	For
Principal	986,682	0	150,251	Mixed
TIAA	1,136,688	0	0	For
Artisan	1,109,924	0	0	For
MUTUAL FUND SERIES TRUST	1,101,371	0	0	For
JANUS INVESTMENT FUND	988,239	0	0	For
Invesco	925,726	0	0	For
Legg Mason	923,314	0	0	For
Jackson National	921,392	0	0	For
AllianceBernstein	779,981	0	0	For
Bridge Builder Trust	661,815	88,864	0	Mixed
FRANKLIN STRATEGIC SERIES	734,743	0	0	For
American Century	705,825	0	0	For
Equitable	681,500	0	0	For
WILLIAM BLAIR FUNDS	494,121	0	0	For

Showing the 25 largest of 127 asset managers. See all 127 in the interactive database.

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

Official resultCOMPENSATIONReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

94% Approved · of votes cast

FOR 94%

FOR: 137,896,887AGAINST: 9,337,276

Details: description as filed, official tally, votes by 127 asset managers

Description as filed by funds: APPROVAL OF AMENDMENT NO. 2 TO THE INSMED INCORPORATED AMENDED AND RESTATED 2019 INCENTIVE PLAN.

INSMED INC.’s own tally for this item (“4. Approval of Amendment No. 2 to the Insmed Incorporated Amended and Restated 2019 Incentive Plan”): 137,896,887 for, 9,337,276 against — passed, per its Form 8-K filed May 16, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “By the following vote, shareholders approved Amendment No. 2 to the 2019 Incentive Plan:”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of INSMED INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Amend Omnibus Stock Plan” (6 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

The 127 asset managers below reported 82,098,383 for, 2,177,014 against, 32,118 abstained.

FOR

FOR: 82,098,383AGAINST: 2,177,014ABSTAIN: 32,118

Largest asset managers voting on “APPROVAL OF AMENDMENT NO. 2 TO THE INSMED INCORPORATED AMENDED AND RESTATED 2019 INCENTIVE PLAN.” at INSMED INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	18,436,263	0	For
T. Rowe Price	10,622,227	0	For
Capital Group	7,109,620	0	For
Fidelity	6,559,934	13,461	For
BlackRock	4,539,645	0	For
JPMorgan	4,182,388	0	For
Columbia Threadneedle	2,622,072	0	For
State Street	1,793,224	69	For
Charles Schwab	1,579,367	0	For
Delaware/Macquarie	1,420,027	0	For
Lord Abbett	1,210,460	0	For
Principal	1,136,933	0	For
TIAA	1,136,688	0	For
Artisan	1,109,924	0	For
MUTUAL FUND SERIES TRUST	1,101,371	0	For
JANUS INVESTMENT FUND	988,239	0	For
Invesco	925,726	0	For
Legg Mason	923,314	0	For
Jackson National	838,118	83,274	Mixed
AllianceBernstein	779,981	0	For
Bridge Builder Trust	661,815	88,864	Mixed
FRANKLIN STRATEGIC SERIES	734,743	0	For
American Century	0	705,825	Against
Equitable	681,500	0	For
WILLIAM BLAIR FUNDS	494,121	0	For

Showing the 25 largest of 127 asset managers. See all 127 in the interactive database.

4. 2. Advisory Vote on the 2024 Compensation of Named Executive Officers

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 10 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%

FOR: 142,263,777AGAINST: 4,990,969

Details: description as filed, official tally, votes by 429 asset managers

Description as filed by funds: AN ADVISORY VOTE ON THE 2024 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

INSMED INC.’s own tally for this item (“2. Advisory Vote on the 2024 Compensation of Named Executive Officers”): 142,263,777 for, 4,990,969 against — passed, per its Form 8-K filed May 16, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 126 asset managers voting on “AN ADVISORY VOTE ON THE 2024 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.” at INSMED INC., 2024-2025
Asset manager	For	Vote
Vanguard	18,436,263	For
T. Rowe Price	10,622,227	For
Capital Group	7,109,620	For
Fidelity	6,573,395	For
BlackRock	4,539,645	For
JPMorgan	4,182,388	For
Columbia Threadneedle	2,622,072	For
State Street	1,793,293	For
Charles Schwab	1,579,367	For
Delaware/Macquarie	1,420,027	For
Lord Abbett	1,210,460	For
Principal	1,136,933	For
TIAA	1,136,688	For
Artisan	1,109,924	For
MUTUAL FUND SERIES TRUST	1,101,371	For
JANUS INVESTMENT FUND	988,239	For
Invesco	925,726	For
Legg Mason	923,314	For
Jackson National	921,392	For
AllianceBernstein	779,981	For
Bridge Builder Trust	750,679	For
FRANKLIN STRATEGIC SERIES	734,743	For
American Century	705,825	For
Equitable	681,500	For
WILLIAM BLAIR FUNDS	494,121	For

Fund voting reports, all 126 managers: 83,893,542 for, 24,243 against, 32,118 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 335 asset managers voting on “AN ADVISORY VOTE ON THE 2024 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.” at INSMED INC., 2024-2025
Asset manager	For	Against	Vote
T. Rowe Price	14,262,524	0	For
Capital Group	7,194,466	0	For
Fidelity	3,544,452	2,055,954	Mixed
JPMorgan	5,579,521	0	For
State Street	5,198,766	0	For
BlackRock	4,838,893	0	For
GEODE CAPITAL MANAGEMENT, LLC	3,661,881	0	For
ADAGE CAPITAL PARTNERS GP, L.L.C.	3,371,944	0	For
RTW INVESTMENTS, LP	3,014,558	0	For
Artisan	2,854,817	0	For
AllianceBernstein	2,193,469	0	For
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST	2,086,338	0	For
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC	1,904,695	0	For
Clearbridge Investments, LLC	1,880,526	0	For
PICTET ASSET MANAGEMENT SA	1,716,537	0	For
Charles Schwab	1,613,945	0	For
FRANKLIN ADVISERS INC	1,548,244	0	For
Janus Henderson	1,466,164	0	For
SUVRETTA CAPITAL MANAGEMENT, LLC	1,460,199	0	For
LORD, ABBETT & CO. LLC	1,297,106	0	For
Northern Trust	1,275,141	0	For
Nuveen	1,245,152	0	For
Duquesne Family Office LLC	1,238,785	0	For
PRINCIPAL GLOBAL INVESTORS	1,174,542	0	For
Palo Alto Investors LP	1,136,224	0	For

Institutional-manager reports, all 335 managers: 103,896,207 for, 4,449,230 against, 4,083 abstained, 406 not voted. Showing the 25 largest; see all in the interactive database.

5. 3. Ratification of the Appointment of an Independent Registered Public Accounting Firm

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%

FOR: 160,950,440AGAINST: 5,335,836

Details: description as filed, official tally, votes by 124 asset managers

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2025.

INSMED INC.’s own tally for this item (“3. Ratification of the Appointment of an Independent Registered Public Accounting Firm”): 160,950,440 for, 5,335,836 against — passed, per its Form 8-K filed May 16, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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, 2025:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 124 asset managers below reported 83,432,007 for, 366,287 against, 32,118 abstained.

FOR

FOR: 83,432,007AGAINST: 366,287ABSTAIN: 32,118

Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ” at INSMED INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	18,435,144	1,119	For
T. Rowe Price	10,622,227	0	For
Capital Group	7,109,620	0	For
Fidelity	6,573,395	0	For
BlackRock	4,539,645	0	For
JPMorgan	4,182,388	0	For
Columbia Threadneedle	2,622,072	0	For
State Street	1,793,224	69	For
Charles Schwab	1,579,367	0	For
Delaware/Macquarie	1,420,027	0	For
Lord Abbett	1,210,460	0	For
Principal	1,136,933	0	For
TIAA	1,136,688	0	For
Artisan	1,109,924	0	For
MUTUAL FUND SERIES TRUST	1,101,371	0	For
JANUS INVESTMENT FUND	988,239	0	For
Invesco	925,726	0	For
Legg Mason	923,314	0	For
Jackson National	921,392	0	For
AllianceBernstein	779,981	0	For
Bridge Builder Trust	750,679	0	For
FRANKLIN STRATEGIC SERIES	734,743	0	For
American Century	705,825	0	For
Equitable	681,500	0	For
WILLIAM BLAIR FUNDS	494,121	0	For

Showing the 25 largest of 124 asset managers. See all 124 in the interactive database.

Largest INSMED INC. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 181,900,074 shares outstanding at the time of that meeting.

Fund voting reports: top INSMED INC. shareholders by shares voted on “AN ADVISORY VOTE ON THE 2024 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.”, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	10.14%
2	T. Rowe Price	5.84%
3	Capital Group	3.91%
4	Fidelity	3.61%
5	BlackRock	2.50%
6	JPMorgan	2.30%
7	Columbia Threadneedle	1.44%
8	State Street	0.99%
9	Charles Schwab	0.87%
10	Delaware/Macquarie	0.78%

Institutional-manager reports: top INSMED INC. shareholders by shares voted on “AN ADVISORY VOTE ON THE 2024 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.”, 2024-2025
#	Asset manager	% of shares outstanding
1	T. Rowe Price	7.84%
2	Capital Group	3.96%
3	Fidelity	3.08%
4	JPMorgan	3.07%
5	State Street	2.86%
6	BlackRock	2.66%
7	GEODE CAPITAL MANAGEMENT, LLC	2.01%
8	ADAGE CAPITAL PARTNERS GP, L.L.C.	1.85%
9	RTW INVESTMENTS, LP	1.66%
10	Artisan	1.57%

Reported INSMED INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

INSMED INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	10.04%	13F
Darwin Global Management, Ltd.	9.24%	13G
BlackRock	8.82%	13F
T. Rowe Price	7.10%	13F
JPMorgan Chase	3.49%	13F
State Street	3.16%	13F
FMR (Fidelity)	1.87%	13F
Franklin Templeton	1.18%	13F
Invesco	0.98%	13F

Percentages above are of 181,900,074 shares outstanding, as reported by INSMED INC. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), 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 March 31, 2025. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.

At INSMED INC.'s shareholder meeting held May 15, 2025, in the 2024-2025 proxy season, 431 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 3,149 separate fund positions. On the most widely held item on that ballot — AN ADVISORY VOTE ON THE 2024 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. — INSMED INC.'s filing reports the proposal as approved, with 97% support 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). Source: INSMED INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 16, 2025.

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

Download data (CSV): ballot items · votes by manager · column guide.