Third of Novavax Investors Reject Director, Challenge Executive Compensation

Rhea-AI Filing Summary

Novavax held its Annual Meeting on June 20, 2025, with 95,359,194 shares represented out of 161,968,503 total outstanding shares. Three key proposals were voted upon:

1. Board Elections: Three Class III directors were elected for three-year terms:

• Rachel K. King (38.3M for, 19.1M against)
• John W. Shiver (43.7M for, 13.8M against)
• Charles W. Newton (42.8M for, 14.6M against)

2. Executive Compensation: Shareholders approved named executive officers' compensation in an advisory vote (41.3M for, 15.8M against)

3. Auditor Appointment: Ernst & Young LLP was ratified as independent auditor for FY2025 with strong approval (79.3M for, 15.1M against)

Positive

• None.

Negative

• Significant shareholder dissent on director Rachel K. King's re-election with 33% voting against, indicating potential governance concerns
• Notable opposition to executive compensation with 27.4% of votes against the say-on-pay proposal, suggesting shareholder discontent with management remuneration
• Material opposition to the company's auditor appointment with 16% voting against Ernst & Young LLP, indicating potential concerns about financial oversight

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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): June 20, 2025

NOVAVAX, INC.

(Exact name of registrant as specified in charter)  

Delaware		0-26770		22-2816046
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

700 Quince Orchard Road

Gaithersburg, Maryland 20878

(Address of Principal Executive Offices, including Zip Code)

(240) 268-2000

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

¨	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 $0.01 per share		NVAX		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 June 20, 2025, Novavax, Inc. (the “Company”) held its Annual Meeting, at which stockholders as of April 21, 2025 (the “Record Date”) were entitled to vote. As of the Record Date, there were 161,968,503 shares of the Company’s common stock, par value $0.01 (“Common Stock”) outstanding and entitled to vote at the Annual Meeting, of which 95,359,194 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 29, 2025, are as follows:

Proposal 1: Stockholders elected the following Class III nominees for director, each to serve a three-year term expiring at the 2028 Annual Meeting of Stockholders:

Name		For		Against		Abstain		Broker Non-Votes
Rachel K. King		38,346,660		19,134,990		269,571		37,607,973
John W. Shiver		43,711,347		13,838,060		201,814		37,607,973
Charles W. Newton		42,892,746		14,645,927		212,548		37,607,973

Proposal 2: Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers:

For		Against		Abstain		Broker Non-Votes
41,390,651		15,830,308		530,262		37,607,973

Proposal 3: Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

For		Against		Abstain		Broker Non-Votes
79,306,893		15,057,873		994,428		-

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 24, 2025	/s/ Mark J. Casey
	Name:	Mark J. Casey
	Title:	Executive Vice President, Chief Legal Officer and Corporate Secretary

FAQ

What were the voting results for NVAX's director elections in June 2025?

Three Class III directors were elected: Rachel K. King received 38,346,660 votes in favor, John W. Shiver received 43,711,347 votes in favor, and Charles W. Newton received 42,892,746 votes in favor. Each director will serve a three-year term expiring at the 2028 Annual Meeting of Stockholders.

How did NVAX shareholders vote on executive compensation (say-on-pay) in 2025?

The say-on-pay proposal was approved with 41,390,651 votes in favor, 15,830,308 votes against, and 530,262 abstentions. There were 37,607,973 broker non-votes.

Was Ernst & Young approved as NVAX's auditor for fiscal year 2025?

Yes, shareholders ratified Ernst & Young LLP as Novavax's independent registered public accounting firm for FY2025 with 79,306,893 votes in favor, 15,057,873 against, and 994,428 abstentions.

What was the voter turnout at NVAX's 2025 Annual Meeting?

Out of 161,968,503 total outstanding shares, 95,359,194 shares were present virtually or represented by proxy at the Annual Meeting, constituting a quorum. The record date for voting eligibility was April 21, 2025.

Which NVAX director received the highest shareholder support in the 2025 election?

John W. Shiver received the highest shareholder support with 43,711,347 votes in favor, compared to 42,892,746 for Charles W. Newton and 38,346,660 for Rachel K. King.