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 16, 2022
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amended and Restated 2015 Stock Incentive Plan
As described in Item 5.07 below, at the Annual Meeting of Stockholders of Novavax, Inc. (the “Company”) held on June 16, 2022 (the “Annual Meeting”), the Company’s stockholders of record at the close of business on April 19, 2022 (the “Record Date”) approved the proposal to amend and restate the Company’s Amended and Restated 2015 Stock Incentive Plan, as amended (such amendment and restatement, the “Amended 2015 Stock Plan”) to increase the number of shares of the Company’s common stock, par value $0.01 (“Common Stock”), available for issuance thereunder by 2,400,0000 shares and to limit the annual non-employee director compensation to $1.5 million and $1 million for the chairman of the board and board members, respectively.
A description of the Amended 2015 Stock Plan was set forth in the Company’s Definitive Proxy Statement on Form 14A filed with the U.S. Securities and Exchange Commission on May 2, 2022 (“2022 Proxy Statement”) and is incorporated herein by reference. The description of the Amended 2015 Stock Plan is qualified in its entirety by reference to the full text of the Amended 2015 Stock Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amended and Restated 2013 Employee Stock Purchase Plan
As described in Item 5.07 below, at the Annual Meeting, the Company’s stockholders of record on the Record Date approved the proposal to amend and restate the Company’s 2013 Employee Stock Purchase Plan, as amended (such amendment and restatement, the “Amended ESPP”), to increase the number of shares of Common Stock available for issuance thereunder by 550,000 shares, such that the number of shares available for issuance is the lesser of (a) 1,100,000 shares of Common Stock increased each year by 5% and (b) 1,650,000 shares of Common Stock.
A description of the Amended ESPP was set forth in the Company’s 2022 Proxy Statement and is incorporated herein by reference. The description of the Amended ESPP is qualified in its entirety by reference to the full text of the Amended ESPP, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
As previously disclosed, the Company held its Annual Meeting on June 16, 2022, at which only stockholders as of the Record Date were entitled to vote. As of the Record Date, there were 78,129,523 shares of Common Stock outstanding and entitled to vote at the Annual Meeting of which 45,415,149 shares were represented by proxy, constituting a quorum on all matters voted upon. The final voting results of the Annual Meeting are as follows:
Proposal 1: Stockholders elected the following Class III nominees for director, each to serve a three-year term expiring at the 2025 Annual Meeting of Stockholders:
| Name | For | Withheld | Broker Non-Votes |
| Rachel K. King | 22,100,473 | 4,336,033 | 18,978,643 |
| James F. Young, Ph.D. | 18,653,223 | 7,783,283 | 18,978,643 |
Proposal 2: Stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers in 2021:
| For | Against | Abstaining | Broker Non-Votes |
| 19,618,798 | 6,574,169 | 243,539 | 18,978,643 |
Proposal 3: Stockholders did not approve the amendment and restatement of the Second Amended and Restated Certificate of Incorporation of Novavax, Inc. to eliminate the supermajority voting provision:
| For | Against | Abstaining | Broker Non-Votes |
| 22,658,678 | 3,574,579 | 203,249 | 18,978,643 |
Proposal 4: Stockholders did not approve the amendment and restatement of the Amended and Restated By-Laws (the “By-Laws”) of Novavax, Inc. to eliminate the supermajority provision:
| For | Against | Abstaining | Broker Non-Votes |
| 22,669,329 | 3,567,304 | 199,873 | 18,978,643 |
Proposal 5: Stockholders did not approve the amendment and restatement of the By-Laws to permit stockholder access to proxy statement of Novavax, Inc. with respect to the nomination of directors:
| For | Against | Abstaining | Broker Non-Votes |
| 23,734,588 | 2,523,062 | 178,856 | 18,978,643 |
Proposal 6: Stockholders approved the amendment and restatement of the Novavax, Inc. Amended and Restated 2015 Stock Plan to increase the number of shares of Common Stock available for issuance thereunder by 2,400,000 shares, and to limit the annual non-employee director compensation to $1.5 million and $1 million for the chairman of the board and board members, respectively:
| For | Against | Abstaining | Broker Non-Votes |
| 20,247,486 | 6,096,187 | 92,833 | 18,978,643 |
Proposal 7: Stockholders approved the amendment and restatement of the Novavax, Inc. 2013 Employee Stock Purchase Plan to increase the number of shares of Common Stock available for issuance thereunder by 550,000 shares, such that the number of shares available for issuance is the lesser of (a) 1,100,000 shares of Common Stock increased each year by 5% and (b) 1,650,000 shares of Common Stock:
| For | Against | Abstaining | Broker Non-Votes |
| 21,453,213 | 4,894,870 | 88,423 | 18,978,643 |
Proposal 8: Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:
| For | Against | Abstaining | Broker Non-Votes |
| 41,312,718 | 3,237,282 | 865,149 | — |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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. | |
| | | | |
| | /s/ John A. Herrmann III | |
| | Name: | John A. Herrmann III | |
| | Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary |
| Date: June 21, 2022 | | | |
