Moderna Inc.

05/11/2026 | Press release | Distributed by Public on 05/11/2026 04:07

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 6, 2026, the Board of Directors (the "Board") of Moderna, Inc. (the "Company") approved an amendment to the Company's Second Amended and Restated By-Laws (the "By-Law Amendment"), effective immediately, to designate the federal district courts of the United States as the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum. The Board approved the By-Law Amendment in response to recent amendments to the General Corporation Law of the State of Delaware regarding such forum selection provisions.
The foregoing description of the By-Law Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of By-Law Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 6, 2026, the Company held its previously announced 2026 Annual Meeting of Stockholders (the "Annual Meeting"), at which a quorum was present. The final voting results for the Annual Meeting are as follows:
Proposal 1. Election of directors.
By the vote reflected below, the Company's stockholders elected each of the following individuals to serve as a Class II director for a three-year term expiring at the Company's 2029 Annual Meeting of Stockholders and until his or her respective successor is duly elected and qualified, or such director's earlier death, resignation or removal:
Votes For
Votes Against
Abstain
Broker Non-Votes
Sandra Horning, M.D. 210,914,932 49,357,015 331,868 41,911,864
Abbas Hussain 256,398,374 4,015,044 190,397 41,911,864
Proposal 2. Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers.
The Company's stockholders approved, on an advisory basis, the compensation of the named executive officers. The result of the stockholders' vote with respect to the approval of the compensation of the named executive officers was as follows:
Votes For
Votes Against
Abstain
169,401,841 90,761,924 440,050
There were 41,911,864 broker non-votes on the proposal.
Proposal 3. Approval, on a non-binding advisory basis, of the frequency of future non-binding advisory votes to approve the compensation of the Company's named executive officers.
The Company's stockholders voted to hold an advisory vote on the compensation paid to its named executive officers every year. The results of the stockholders' vote to hold an advisory vote to determine the frequency of future stockholder advisory votes on the compensation paid to the Company's named executive officers were as follows:
1 year
2 years
3 years
Abstain
259,590,666
113,043
618,688 281,418
After considering the voting results for this proposal, the Company has determined that it will hold future advisory, non-binding votes on the compensation of our named executive officers on an annual basis.
Proposal 4. Ratification of appointment of independent registered public accounting firm.
The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026, with the votes cast as follows:
Votes For
Votes Against
Abstain
298,823,277
3,406,479
285,923
No other matters were submitted to or voted on by the Company's stockholders at the Annual Meeting.
Moderna Inc. published this content on May 11, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 11, 2026 at 10:07 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]