Novavax Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended and Restated 2015 Stock Incentive Plan
As described in Item 5.07 below, at the Annual Meeting of Stockholders of Novavax, Inc. (the “Company”) held on June 13, 2024 (the “Annual Meeting”), the Company’s stockholders of record at the close of business on April 22, 2024 (the “Record Date”) approved the proposal to amend and restate the Company’s Amended and Restated 2015 Stock Incentive Plan, as amended (such amendment and restatement, the “Amended 2015 Stock Plan”) to increase the number of shares of the Company’s common stock, par value $0.01 (“Common Stock”), available for issuance thereunder by 6,500,000 shares of Common Stock.
A description of the Amended 2015 Stock Plan was set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 29, 2024 (as amended by Amendment No. 1 filed with the SEC on June 5, 2024, the “2024 Proxy Statement”) and is incorporated herein by reference. The description of the Amended 2015 Stock Plan is qualified in its entirety by reference to the full text of the Amended 2015 Stock Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amended and Restated 2013 Employee Stock Purchase Plan
As described in Item 5.07 below, at the Annual Meeting, the Company’s stockholders of record on the Record Date approved the proposal to amend and restate the Company’s 2013 Employee Stock Purchase Plan, as amended (such amendment and restatement, the “Amended ESPP”), to increase the number of shares of Common Stock available for issuance thereunder by 1,000,000 shares, such that the number of shares available for issuance is the lesser of (a) 2,155,000 shares of Common Stock increased on January 1 of each year by 5% of the share pool and (b) 3,510,264 shares of Common Stock.
A description of the Amended ESPP was set forth in the 2024 Proxy Statement and is incorporated herein by reference. The description of the Amended ESPP is qualified in its entirety by reference to the full text of the Amended ESPP, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously disclosed, the Company held its Annual Meeting on June 13, 2024, at which only stockholders as of the Record Date were entitled to vote. As of the Record Date, there were 140,402,521 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, of which 75,760,181 shares were represented by proxy, constituting a quorum on all matters voted upon. The final voting results of the Annual Meeting are as follows:
Proposal 1: Stockholders elected the following Class II nominees for director, each to serve a three-year term expiring at the 2027 Annual Meeting of Stockholders:
| Name | For | Against | Abstain | Broker Non-Votes | ||||
| Richard H. Douglas, Ph.D. | 25,482,021 | 17,594,381 | 813,977 | 31,869,802 | ||||
| Margaret G. McGlynn | 22,863,609 | 20,289,783 | 736,987 | 31,869,802 | ||||
| David Mott | 23,071,117 | 20,040,155 | 779,107 | 31,869,802 |
Proposal 2: Stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers in 2023:
| For | Against | Abstain | Broker Non-Votes | |||
| 24,187,672 | 8,695,357 | 11,007,350 | 31,869,802 |
Proposal 3: Stockholders approved the amendment and restatement of the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 6,500,000 shares:
| For | Against | Abstain | Broker Non-Votes | |||
| 22,436,050 | 20,948,176 | 506,153 | 31,869,802 |
Proposal 4: Stockholders approved the amendment and restatement of the Novavax, Inc. 2013 Employee Stock Purchase Plan to increase the number of shares of Common Stock available for issuance thereunder by 1,000,000 shares, such that the number of shares available for issuance is the lesser of (a) 2,155,000 shares of Common Stock increased on January 1 of each year by 5% of the share pool and (b) 3,510,264 shares of Common Stock:
| For | Against | Abstain | Broker Non-Votes | |||
| 23,175,855 | 10,022,324 | 10,692,200 | 31,869,802 |
Proposal 5: Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
| For | Against | Abstain | Broker Non-Votes | |||
| 68,992,887 | 4,249,891 | 2,517,403 | - |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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 14, 2024 | /s/ Mark J. Casey | |
| Name: | Mark J. Casey | |
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |