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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
Date of Report (Date of earliest event reported):
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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:
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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 April 28, 2021, Moderna, Inc. (the “Company”) held its previously announced 2021 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 III directors for a three-year term expiring at the Company’s 2024 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 |
||||||||||
| Robert Langer, SC.D. |
196,443,436 | 45,280,178 | 44,405,093 | |||||||||
| Elizabeth Nabel, M.D. |
211,303,880 | 30,419,734 | 44,405,093 | |||||||||
| Elizabeth Tallett |
221,917,471 | 19,806,143 | 44,405,093 | |||||||||
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 | ||||||
| 222,266,802 | 16,973,022 | 2,483,790 | ||||||
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, 2021, with the votes cast as follows:
| Votes For |
Votes Against | Abstain | ||
| 281,350,271 | 4,579,011 | 199,425 |
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.
| MODERNA, INC. | ||||||||
| Date: April 29, 2021 | By: | /s/ Lori Henderson |
||||||
| Lori Henderson | ||||||||
| General Counsel and Corporate Secretary | ||||||||
