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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 2025
MODERNA, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-38753 | | 81-3467528 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 325 Binney Street | | |
Cambridge, MA | | 02142 |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: (617) 714-6500
Not Applicable
(Former name or former address, if changed since last report)
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: | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common stock, par value $0.0001 per share | | MRNA | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 5.07 Submission of Matters to a Vote of Security Holders.
On November 12, 2025, Moderna, Inc. (the “Company”) held its previously announced Special Meeting of Shareholders (the “Special Meeting”), at which a quorum was present. The final voting results for the Special Meeting are as follows:
Proposal 1. Approval of a one-time stock option exchange program for non-Executive Committee employees.
The Company’s stockholders approved a one-time stock option exchange program for non-Executive Committee employees of the Company (the “Option Exchange Proposal”). The result of the stockholders’ vote with respect to the approval of the Option Exchange Proposal was as follows:
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Votes For | | Votes Against | | Abstain |
231,049,158 | | 6,167,159 | | 250,409 |
Proposal 2. Approval of adjournment of the Special Meeting to a later date or dates, if necessary.
The Company’s stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Option Exchange Proposal, with the votes cast as follows:
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Votes For | | Votes Against | | Abstain |
223,991,059 | | 13,198,386 | | 277,281 |
There were no broker non-votes with respect to any of the proposals.
No other matters were submitted to or voted on by the Company’s stockholders at the Special Meeting.
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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Date: November 13, 2025 | | MODERNA, INC. |
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| By: | /s/ Shannon Thyme Klinger |
| | Shannon Thyme Klinger |
| | Chief Legal Officer |