NOVAVAX INC 8-K

What Happened

• Novavax, Inc. held its Annual Meeting on June 18, 2026 (record date April 23, 2026). Of 164,427,429 shares outstanding, 99,118,766 were present in person virtually or by proxy, constituting a quorum.
• Stockholders elected three Class I directors for three‑year terms: John C. Jacobs (43,479,777 for), Gregg H. Alton, J.D. (41,352,504 for), and Richard J. Rodgers (42,600,088 for). Shareholder votes also approved amendments to the company’s stock incentive and employee stock purchase plans and ratified Ernst & Young LLP as independent auditor.

Key Details

• Outstanding shares and quorum: 164,427,429 shares outstanding; 99,118,766 shares represented at the meeting.
• Director elections: John C. Jacobs (43,479,777 for; 27,127,783 against); Gregg H. Alton (41,352,504 for; 29,160,512 against); Richard J. Rodgers (42,600,088 for; 27,885,191 against). Broker non‑votes: 27,742,750.
• Governance votes: Advisory "say‑on‑pay" passed narrowly (35,779,461 for; 34,858,658 against; 737,897 abstain). Amended & restated 2015 Stock Incentive Plan approved (38,225,768 for; 32,606,575 against). Amended & restated 2013 ESPP approved (35,988,154 for; 33,864,973 against).
• Auditor ratification: Ernst & Young LLP ratified as independent registered public accounting firm for fiscal 2026 (72,876,827 for; 23,562,092 against; 2,679,847 abstain).

Why It Matters

• These votes finalize board composition and governance matters that affect oversight of management and company strategy. Director elections ensure continuity of the board for the next three years.
• Approval of stock plan amendments and the ESPP can affect future equity compensation and potential dilution; investors should review details of the amended plans (in the proxy) for impact on share count and executive incentives.
• The close advisory vote on executive compensation signals notable shareholder concern about pay; management may consider this feedback in future compensation decisions. Ratification of Ernst & Young confirms the auditor for fiscal 2026 reporting.