[8-K] Moderna, Inc. Reports Material Event

Rhea-AI Filing Summary

Moderna, Inc. reported the results of its Special Meeting, where shareholders approved a one-time stock option exchange program for non‑Executive Committee employees. The Option Exchange Proposal passed with 231,049,158 votes For, 6,167,159 Against, and 250,409 Abstain. A proposal to permit adjournment of the meeting, if necessary, also passed with 223,991,059 For, 13,198,386 Against, and 277,281 Abstain. A quorum was present, and there were no broker non‑votes.

0001682852false00016828522025-11-122025-11-12

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): November 12, 2025

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 5.07 Submission of Matters to a Vote of Security Holders.

On November 12, 2025, Moderna, Inc. (the “Company”) held its previously announced Special Meeting of Shareholders (the “Special Meeting”), at which a quorum was present. The final voting results for the Special Meeting are as follows:

Proposal 1. Approval of a one-time stock option exchange program for non-Executive Committee employees.

The Company’s stockholders approved a one-time stock option exchange program for non-Executive Committee employees of the Company (the “Option Exchange Proposal”). The result of the stockholders’ vote with respect to the approval of the Option Exchange Proposal was as follows:

Votes For						Votes Against						Abstain
231,049,158						6,167,159						250,409

Proposal 2. Approval of adjournment of the Special Meeting to a later date or dates, if necessary.

The Company’s stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Option Exchange Proposal, with the votes cast as follows:

Votes For						Votes Against						Abstain
223,991,059						13,198,386						277,281

There were no broker non-votes with respect to any of the proposals.

No other matters were submitted to or voted on by the Company’s stockholders at the Special Meeting.

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: November 13, 2025						MODERNA, INC.
			By:			/s/ Shannon Thyme Klinger
						Shannon Thyme Klinger
						Chief Legal Officer

FAQ

What did MRNA shareholders approve at the Special Meeting?

Shareholders approved a one-time stock option exchange program for non‑Executive Committee employees.

What were the vote totals on Moderna’s option exchange proposal (MRNA)?

The option exchange received 231,049,158 For, 6,167,159 Against, and 250,409 Abstain.

Did the adjournment proposal pass for Moderna (MRNA)?

Yes. The adjournment proposal passed with 223,991,059 For, 13,198,386 Against, and 277,281 Abstain.

Who is eligible for Moderna’s approved option exchange?

The program applies to non‑Executive Committee employees of Moderna.

Were there any broker non-votes recorded for MRNA’s Special Meeting?

No. The company reported no broker non‑votes on any proposal.

When was Moderna’s Special Meeting held?

The Special Meeting was held on November 12, 2025.