Moderna, Inc. 8-K

What Happened
Moderna, Inc. (MRNA) filed an 8-K on May 11, 2026 reporting results of its May 6, 2026 Annual Meeting and a Board‑approved amendment to its bylaws. The by‑law amendment, effective May 6, 2026, designates the federal district courts of the United States as the sole and exclusive forum for claims arising under the Securities Act of 1933 (unless the Company consents in writing to another forum). At the Annual Meeting, shareholders elected Class II directors Sandra Horning, M.D. and Abbas Hussain to three‑year terms and voted on three advisory proposals and the ratification of the independent auditor.

Key Details

• By‑law amendment effective May 6, 2026 designates U.S. federal district courts as exclusive forum for Securities Act claims; adopted in response to recent Delaware law changes; filed as Exhibit 3.1.
• Director elections:
  • Sandra Horning: 210,914,932 for / 49,357,015 against / 331,868 abstain; 41,911,864 broker non‑votes.
  • Abbas Hussain: 256,398,374 for / 4,015,044 against / 190,397 abstain; 41,911,864 broker non‑votes.
• Say‑on‑pay (non‑binding): Approved — 169,401,841 for / 90,761,924 against / 440,050 abstain (41,911,864 broker non‑votes).
• Say‑on‑frequency: Shareholders chose annual advisory votes — 1 year: 259,590,666; 2 years: 113,043; 3 years: 618,688; 281,418 abstain.
• Auditor ratification: Ernst & Young LLP ratified — 298,823,277 for / 3,406,479 against / 285,923 abstain.

Why It Matters

• The by‑law change centralizes Securities Act litigation in federal district courts, which can affect where lawsuits are heard and may reduce parallel state‑court filings; investors should note the company may still consent to other forums in writing.
• Voting results show management’s slate and policies carried overall, but the sizeable “against” votes on executive compensation (about 35% of votes cast against) signal notable shareholder dissent on pay.
• Ratification of EY confirms continuity of the independent auditor for 2026.

Filed by Moderna on May 11, 2026; signed by Shannon Thyme Klinger, Chief Legal Officer.