8-KThe WireRoutine
Shareholder Vote
Filed May 5, 2025 · 1y ago · Accession 0001682852-25-000036
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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): April 30, 2025
MODERNA, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-38753 81-3467528
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
325 Binney Street
Cambridge , MA
02142
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: ( 617 ) 714-6500
Not Applicable
(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:
☐ 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 $0.0001 per share MRNA The Nasdaq Stock Market LLC
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 30, 2025 , the Company held its previously announced 2025 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 a Class I director for a three-year term expiring at the Company’s 2028 Annual Meeting of Stockholders and until his respective successor is duly elected and qualified, or such director’s earlier death, resignation or removal:
For
Against
Abstain
Broker Non-Votes
Noubar Afeyan
218,591,950 32,090,888
165,376 43,297,659
Stéphane Bancel
245,520,033 5,181,986 146,195 43,297,659
François Nader
195,448,269 55,235,719 164,226 43,297,659
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 result of the stockholders’ vote with respect to the approval of the compensation of the named executive officers was as follows:
Votes For
Votes Against
Abstain
192,290,267 56,521,269 2,036,678
There were 43,297,659 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, 2025, with the votes cast as follows:
Votes For
Votes Against
Abstain
290,655,137 3,233,780 256,956
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, 2025
MODERNA, INC.
By: /s/ Shannon Thyme Klinger
Shannon Thyme Klinger
Chief Legal Officer
Filing details
- Company
- Moderna, Inc.
- Ticker
- MRNA
- CIK
- 1682852
- Form type
- 8-K
- Filing date
- May 5, 2025
- Report date
- Apr 30, 2025
- Document
- mrna-20250430.htm
- Size
- 160 KB