Moderna (MRNA) amends bylaws and details 2026 stockholder voting outcomes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Moderna, Inc. reported governance updates from its May 6, 2026 board actions and annual stockholder meeting. The board amended the company’s Second Amended and Restated By-Laws to designate the federal district courts of the United States as the exclusive forum for Securities Act of 1933 claims, unless the company agrees otherwise in writing.

At the 2026 Annual Meeting, stockholders elected Class II directors Sandra Horning, M.D. and Abbas Hussain for three-year terms. Stockholders also approved, on a non-binding advisory basis, the compensation of the named executive officers and voted to hold future say-on-pay votes every year. In addition, stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Bylaw forum selection: Federal district courts of the United States Votes for Sandra Horning, M.D.: 210,914,932 votes Votes for Abbas Hussain: 256,398,374 votes +3 more

6 metrics

Bylaw forum selection Federal district courts of the United States Exclusive forum for Securities Act of 1933 claims

Votes for Sandra Horning, M.D. 210,914,932 votes Election as Class II director at 2026 Annual Meeting

Votes for Abbas Hussain 256,398,374 votes Election as Class II director at 2026 Annual Meeting

Say-on-pay support 169,401,841 votes for Advisory approval of named executive officer compensation

Annual say-on-pay preference 259,590,666 votes for 1 year Frequency of future advisory votes on executive pay

Auditor ratification votes for 298,823,277 votes Ratification of Ernst & Young LLP for year ending December 31, 2026

Key Terms

federal district courts of the United States, Securities Act of 1933, non-binding advisory basis, broker non-votes, +1 more

5 terms

federal district courts of the United States regulatory

"to designate the federal district courts of the United States as the sole and exclusive forum"

Securities Act of 1933 regulatory

"for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended"

non-binding advisory basis financial

"Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

broker non-votes financial

"There were 41,911,864 broker non-votes on the proposal"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

05/11/2026 - 06:06 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2026

MODERNA, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38753

81-3467528

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


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)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			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:

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 5.03 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit
No.						Description
3.1						Amendment No. 1 to Second Amended and Restated By-laws of Moderna, Inc. dated May 6, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


Date: May 11, 2026		MODERNA, INC.

	By:	/s/ Shannon Thyme Klinger
		Shannon Thyme Klinger
		Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What bylaw change did Moderna (MRNA) approve on May 6, 2026?

Moderna’s board approved a bylaw amendment making U.S. federal district courts the exclusive forum for Securities Act of 1933 claims, unless the company consents in writing to another forum.

Which directors were elected at Moderna (MRNA) 2026 Annual Meeting?

Stockholders elected Sandra Horning, M.D. and Abbas Hussain as Class II directors for three-year terms ending at the 2029 Annual Meeting, each serving until a successor is elected or earlier departure.

How did Moderna (MRNA) stockholders vote on executive compensation in 2026?

Stockholders approved, on a non-binding advisory basis, the compensation of Moderna’s named executive officers, with 169,401,841 votes for, 90,761,924 against, and 440,050 abstentions, plus 41,911,864 broker non-votes.

What frequency of say-on-pay votes did Moderna (MRNA) stockholders choose?

Stockholders favored holding advisory votes on named executive officer compensation every year, with 259,590,666 votes for one year, compared with much lower support for two- or three-year frequencies and abstentions.

Which audit firm did Moderna (MRNA) stockholders ratify for 2026?

Stockholders ratified Ernst & Young LLP as Moderna’s independent registered public accounting firm for the year ending December 31, 2026, with 298,823,277 votes for, 3,406,479 against, and 285,923 abstentions.

Filing Exhibits & Attachments

4 documents