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 5.07. Submission of Matters to a Vote of Security Holders.
On June 18, 2026, Novavax, Inc. (the “Company”) held its Annual Meeting, at which stockholders as of April 23, 2026 (the “Record Date”) were entitled to vote. As of the Record Date, there were 164,427,429 shares of the Company’s common stock, par value $0.01 (“Common Stock”) outstanding and entitled to vote at the Annual Meeting, of which 99,118,766 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 27, 2026, are as follows:
Proposal 1: Stockholders elected the following Class I nominees for director, each to serve a three-year term expiring at the 2029 Annual Meeting of Stockholders:
| Name | For | Against | Abstain | Broker Non-Votes | ||||
| John C. Jacobs | 43,479,777 | 27,127,783 | 768,456 | 27,742,750 | ||||
| Gregg H. Alton, J.D. | 41,352,504 | 29,160,512 | 863,000 | 27,742,750 | ||||
| Richard J. Rodgers | 42,600,088 | 27,885,191 | 890,737 | 27,742,750 |
Proposal 2: Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Votes | |||
| 35,779,461 | 34,858,658 | 737,897 | 27,742,750 |
Proposal 3: Stockholders approved the amendment and restatement of the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan:
| For | Against | Abstain | Broker Non-Votes | |||
| 38,225,768 | 32,606,575 | 543,673 | 27,742,750 |
Proposal 4: Stockholders approved the amendment and restatement of the Novavax, Inc. 2013 Employee Stock Purchase Plan:
| For | Against | Abstain | Broker Non-Votes | |||
| 35,988,154 | 33,864,973 | 1,522,889 | 27,742,750 |
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, 2026:
| For | Against | Abstain | Broker Non-Votes | |||
| 72,876,827 | 23,562,092 | 2,679,847 | - |
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 23, 2026 | /s/ Mark J. Casey | |
| Name: | Mark J. Casey | |
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |