Novavax (NVAX) investors approve directors, pay and equity plans at 2026 meeting

Q: How many Novavax (NVAX) shares were eligible and represented at the 2026 annual meeting?

There were 164,427,429 Novavax common shares outstanding and entitled to vote as of the April 23, 2026 record date, and 99,118,766 shares were present or represented by proxy, providing a quorum for all matters.

Q: Were Novavax (NVAX) directors re-elected at the 2026 annual meeting?

Yes. Stockholders elected Class I directors John C. Jacobs , Gregg H. Alton, J.D. , and Richard J. Rodgers to three-year terms expiring at the 2029 annual meeting, based on the reported share totals for and against each nominee.

Q: Did Novavax (NVAX) stockholders approve executive compensation in 2026?

Yes. On an advisory basis, 35,779,461 shares voted for Novavax’s named executive officer compensation, 34,858,658 voted against, and 737,897 abstained, with additional broker non-votes reported for this proposal.

Q: What equity plans did Novavax (NVAX) stockholders approve in 2026?

Stockholders approved amendments and restatements to the 2015 Stock Incentive Plan and the 2013 Employee Stock Purchase Plan , with each proposal receiving more votes for than against, plus reported abstentions and broker non-votes.

Q: Who is Novavax’s (NVAX) independent auditor for fiscal 2026?

Stockholders ratified Ernst & Young LLP as Novavax’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 72,876,827 shares voting for, 23,562,092 against, and 2,679,847 abstaining.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Novavax, Inc. reported the results of its annual stockholder meeting held on June 18, 2026. Stockholders owning 99,118,766 of 164,427,429 eligible common shares were present or represented by proxy, which was sufficient to conduct business.

Three Class I directors — John C. Jacobs, Gregg H. Alton, J.D., and Richard J. Rodgers — were elected to three-year terms expiring at the 2029 annual meeting. Stockholders also approved, on an advisory basis, the compensation of Novavax’s named executive officers and approved amendments and restatements to both the 2015 Stock Incentive Plan and the 2013 Employee Stock Purchase Plan.

In addition, stockholders ratified the appointment of Ernst & Young LLP as Novavax’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

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

1 item

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.

Key Figures

Shares outstanding: 164,427,429 shares Shares represented: 99,118,766 shares Say-on-pay votes for: 35,779,461 shares +3 more

6 metrics

Shares outstanding 164,427,429 shares Common stock entitled to vote as of April 23, 2026

Shares represented 99,118,766 shares Present or by proxy at June 18, 2026 annual meeting

Say-on-pay votes for 35,779,461 shares Advisory approval of named executive officer compensation

2015 Stock Plan votes for 38,225,768 shares Amendment and restatement of 2015 Stock Incentive Plan

ESPP votes for 35,988,154 shares Amendment and restatement of 2013 Employee Stock Purchase Plan

Auditor ratification votes for 72,876,827 shares Ratification of Ernst & Young LLP for fiscal year 2026

Key Terms

Broker Non-Votes, advisory basis, Amended and Restated 2015 Stock Incentive Plan, 2013 Employee Stock Purchase Plan, +1 more

5 terms

Broker Non-Votes financial

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.

advisory basis financial

"Stockholders approved, on an advisory basis, the compensation"

Amended and Restated 2015 Stock Incentive Plan financial

"approved the amendment and restatement of the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan"

2013 Employee Stock Purchase Plan financial

"approved the amendment and restatement of the Novavax, Inc. 2013 Employee Stock Purchase Plan"

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.

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Understanding 8-K Material Events →

06/23/2026 - 08:00 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): June 18, 2026

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.)

21 Firstfield 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 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

Source: View Original Filing on SEC EDGAR

FAQ

What did Novavax (NVAX) stockholders vote on at the 2026 annual meeting?

Novavax stockholders elected three Class I directors, approved executive compensation on an advisory basis, amended and restated two equity plans, and ratified Ernst & Young LLP as the independent auditor for the fiscal year ending December 31, 2026.

How many Novavax (NVAX) shares were eligible and represented at the 2026 annual meeting?

There were 164,427,429 Novavax common shares outstanding and entitled to vote as of the April 23, 2026 record date, and 99,118,766 shares were present or represented by proxy, providing a quorum for all matters.

Were Novavax (NVAX) directors re-elected at the 2026 annual meeting?

Yes. Stockholders elected Class I directors John C. Jacobs, Gregg H. Alton, J.D., and Richard J. Rodgers to three-year terms expiring at the 2029 annual meeting, based on the reported share totals for and against each nominee.

Did Novavax (NVAX) stockholders approve executive compensation in 2026?

Yes. On an advisory basis, 35,779,461 shares voted for Novavax’s named executive officer compensation, 34,858,658 voted against, and 737,897 abstained, with additional broker non-votes reported for this proposal.

What equity plans did Novavax (NVAX) stockholders approve in 2026?

Stockholders approved amendments and restatements to the 2015 Stock Incentive Plan and the 2013 Employee Stock Purchase Plan, with each proposal receiving more votes for than against, plus reported abstentions and broker non-votes.

Who is Novavax’s (NVAX) independent auditor for fiscal 2026?

Stockholders ratified Ernst & Young LLP as Novavax’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 72,876,827 shares voting for, 23,562,092 against, and 2,679,847 abstaining.

Filing Exhibits & Attachments

3 documents