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): May 2, 2017

Insys Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (602) 910-2617 

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.):

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 2, 2017, the Board of Directors (the “Board”) of Insys Therapeutics, Inc. (the “Company”) appointed Rohit Vishnoi, effective immediately, to serve as members of the Board. Mr. Vishnoi was appointed as a Class II director, with an initial term expiring at the Company’s 2018 annual meeting of stockholders. To accommodate this appointment of a new director, the Board increased the size of the Board from seven directors to eight directors. Effective May 2, 2017, the Board also appointed Mr. Vishnoi as a member of the Science and Research and Development Committee and Nominating and Corporate Governance Committee of the Board.

Mr. Vishnoi will receive cash compensation, on a pro-rated basis, for his Board service (including each identified committee) as follows: (i) $50,000 as an annual board retainer, (ii) $8,000 for his service as a member of the Science and Research and Development Committee of the Board, and (iii) $5,000 for his service as a member of the Nominating and Corporate Governance Committee of the Board. Mr. Vishnoi also received an initial equity grant in connection with his Board service as follows: (i) 24,000 stock options and (ii) 6,000 restricted stock units. Such equity award is subject to such other terms and conditions as set forth in the applicable equity plan and any relevant grant agreement accompanying such grant. The Company expects to enter into the Company’s standard director indemnification agreement with Mr. Vishnoi.

Item 5.07    Submission of Matters to a Vote of Security Holders.

Proposal 1- Stockholders elected the two (2) director nominees named in the Company’s annual meeting proxy statement:

Proposal 2 - Stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017:

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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