UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 3, 2023, Moderna, Inc. (the “Company”) held its previously announced 2023 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 Class II directors for a three-year term expiring at the Company’s 2026 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:
| For | Withheld | Broker Non-Votes |
||||||||||
| Stephen Berenson |
226,559,326 | 64,151,669 | 29,473,257 | |||||||||
| Sandra Horning, M.D. |
281,767,010 | 8,943,985 | 29,473,257 | |||||||||
| Paul Sagan |
219,030,508 | 71,680,487 | 29,473,257 | |||||||||
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 results of the stockholders’ vote with respect to the approval of the compensation of the named executive officers were as follows:
| Votes For |
Votes Against |
Abstain | ||
| 254,146,335 | 34,946,612 | 1,618,048 |
There were 29,473,257 broker non-votes on the proposal.
Proposal 3. 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, 2023, with the votes cast as follows:
| Votes For |
Votes Against |
Abstain | ||
| 351,997,808 | 3,947,914 | 238,530 |
Proposal 4. Shareholder proposal requesting a report on feasibility of transferring intellectual property.
| Votes For |
Votes Against |
Abstain | ||
| 21,423,446 | 267,992,196 | 1,295,353 |
There were 29,473,257 broker non-votes on the proposal.
No other matters were submitted to or voted on by the Company’s stockholders at the Annual 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: May 5, 2023 | MODERNA, INC. | |||||
| By: | /s/ Shannon Thyme Klinger | |||||
| Shannon Thyme Klinger | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||