Director Resignation Policy for Insmed Incorporated
Directors of Insmed Incorporated (the “Company”) are elected by a plurality of the votes
cast in the election of directors. Notwithstanding such voting standard, in an uncontested
election of directors, if the number of votes cast “for” a director’s election fails to exceed the
number of votes withheld with respect to such director’s election (as determined by the
inspector(s) of elections in accordance with the Virginia Stock Corporation Act, the Company’s
Articles of Incorporation and the Company’s Amended and Restated Bylaws, each as amended,
restated or otherwise modified from time to time (the “VSCA,” the “Articles of Incorporation”
and the “Bylaws,” respectively)), such director shall submit his or her resignation to the
Company’s Board of Directors (the “Board”) for consideration promptly following the
certification of the election results by the inspector(s) of elections. Any such resignation letter
shall state that it will be effective only upon acceptance of the resignation by the Board.
An election of directors shall be considered uncontested unless (i) the Secretary of the
Company receives a notice complying with the applicable requirements for shareholder
nominations for directors set forth in the Bylaws that a shareholder proposes to nominate one or
more candidates for election to the Board, (ii) such proposed nomination would result in more
candidates being nominated for election to the Board than there are board seats to be filled by
such election, and (iii) such proposed nomination has not been withdrawn on or prior to the tenth
day preceding the date the Company first mails its notice of meeting for such meeting to the
Company’s shareholders.
Within ninety (90) days after the date of the certification of the election results by the
inspector(s) of election, the Nominations and Governance Committee will make a
recommendation to the Board as to whether to accept or reject any resignation submitted to the
Board pursuant to the first paragraph of this Policy, taking into account any factors or other
information that it considers appropriate and relevant, including the stated reasons, if any, why
shareholders withheld their votes from the director’s election, the length of service and
qualifications of the director, the director’s contributions to the Company and potential adverse
consequences of the resignation (such as failure to comply with, among other things, the rules of
the NASDAQ Stock Market LLC (“NASDAQ”) or the rules and regulations of the Securities and
Exchange Commission).
The Board shall act on the recommendation from the Nominations and Governance
Committee or, in the circumstance set forth below, a special committee, as applicable, within 45
days from the receipt of such recommendation, unless such action would cause the Company to
fail to comply with federal or state law or NASDAQ rules, in which event the Board shall take
action with respect thereto as promptly as is practicable while continuing to comply with such
laws and NASDAQ rules.
The Board may accept or reject the resignation or may pursue other actions such as: (a)
allowing the director to remain on the Board but not be re-nominated at the end of his or her
current term; (b) deferring acceptance of the resignation until a replacement director with
qualifications and/or experience comparable to that of the resigning director (such as audit
committee financial expertise) can be identified and elected or appointed to the Board; or (c)
