Novavax Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 20, 2025, Novavax, Inc. (the “Company”) held its Annual Meeting, at which stockholders as of April 21, 2025 (the “Record Date”) were entitled to vote. As of the Record Date, there were 161,968,503 shares of the Company’s common stock, par value $0.01 (“Common Stock”) outstanding and entitled to vote at the Annual Meeting, of which 95,359,194 shares were present in person virtually or represented by proxy, constituting a quorum on all matters voted upon. The final voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025, are as follows:
Proposal 1: Stockholders elected the following Class III nominees for director, each to serve a three-year term expiring at the 2028 Annual Meeting of Stockholders:
| Name | For | Against | Abstain | Broker Non-Votes | ||||
| Rachel K. King | 38,346,660 | 19,134,990 | 269,571 | 37,607,973 | ||||
| John W. Shiver | 43,711,347 | 13,838,060 | 201,814 | 37,607,973 | ||||
| Charles W. Newton | 42,892,746 | 14,645,927 | 212,548 | 37,607,973 |
Proposal 2: Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Votes | |||
| 41,390,651 | 15,830,308 | 530,262 | 37,607,973 |
Proposal 3: Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:
| For | Against | Abstain | Broker Non-Votes | |||
| 79,306,893 | 15,057,873 | 994,428 | - |
SIGNATURE
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.
| NOVAVAX, INC. | ||
| Date: June 24, 2025 | /s/ Mark J. Casey | |
| Name: | Mark J. Casey | |
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |