NOVAVAX INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Class I directors to serve on the Board of Directors, each for a three-year term expiring at the 2026 Annual Meeting of Stockholders: Gregg H. Alton. J.D.

NOVAVAX INC.’s own tally for this item (“Elect Director: Gregg H. Alton, J.D.”): 11,319,429 for, 7,498,303 against, per its Form 8-K filed July 11, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results of the Annual Meeting are as follows: Proposal 1 : Stockholders elected the following Class I nominees for director, each to serve a three-year term expiring at the 2026 Annual Meeting of Stockholders:”
Support: 60% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 52 asset managers below reported 2,396,014 for, 957,976 against.

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

Description as filed by funds: Election of Class I directors to serve on the Board of Directors, each for a three-year term expiring at the 2026 Annual Meeting of Stockholders: John C. Jacobs

NOVAVAX INC.’s own tally for this item (“Elect Director: John C. Jacobs”): 18,096,901 for, 881,806 against, per its Form 8-K filed July 11, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results of the Annual Meeting are as follows: Proposal 1 : Stockholders elected the following Class I nominees for director, each to serve a three-year term expiring at the 2026 Annual Meeting of Stockholders:”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 52 asset managers below reported 3,353,990 for.

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

Description as filed by funds: Election of Class I directors to serve on the Board of Directors, each for a three-year term expiring at the 2026 Annual Meeting of Stockholders: Richard J. Rodgers

NOVAVAX INC.’s own tally for this item (“Elect Director: Richard J. Rodgers”): 13,138,940 for, 5,662,283 against, per its Form 8-K filed July 11, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results of the Annual Meeting are as follows: Proposal 1 : Stockholders elected the following Class I nominees for director, each to serve a three-year term expiring at the 2026 Annual Meeting of Stockholders:”
Support: 70% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 52 asset managers below reported 3,297,486 for, 56,504 against.

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

Description as filed by funds: Election of Class II directors to serve on the Board of Directors, each for a three-year term expiring at the 2027 Annual Meeting of Stockholders: David Mott

NOVAVAX INC.’s own tally for this item (“Elect Director: David Mott”): 23,071,117 for, 20,040,155 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results of the Annual Meeting are as follows: Proposal 1 : Stockholders elected the following Class II nominees for director, each to serve a three-year term expiring at the 2027 Annual Meeting of Stockholders:”
Support: 53.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 45 asset managers below reported 1,513,733 for, 1,475,476 against.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

Description as filed by funds: Election of Class II directors to serve on the Board of Directors, each for a three-year term expiring at the 2027 Annual Meeting of Stockholders: Margaret G. McGlynn, R.Ph.

NOVAVAX INC.’s own tally for this item (“Elect Director: Margaret G. McGlynn”): 22,863,609 for, 20,289,783 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results of the Annual Meeting are as follows: Proposal 1 : Stockholders elected the following Class II nominees for director, each to serve a three-year term expiring at the 2027 Annual Meeting of Stockholders:”
Support: 53.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 45 asset managers below reported 1,437,650 for, 1,551,559 against.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

Description as filed by funds: Election of Class II directors to serve on the Board of Directors, each for a three-year term expiring at the 2027 Annual Meeting of Stockholders: Richard H. Douglas, Ph.D.

NOVAVAX INC.’s own tally for this item (“Elect Director: Richard H. Douglas, Ph.D.”): 25,482,021 for, 17,594,381 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results of the Annual Meeting are as follows: Proposal 1 : Stockholders elected the following Class II nominees for director, each to serve a three-year term expiring at the 2027 Annual Meeting of Stockholders:”
Support: 59% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 45 asset managers below reported 2,985,280 for, 3,929 against.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

Description as filed by funds: AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NOVAVAX, INC., AS AMENDED, TO REFLECT DELAWARE LAW PROVISIONS ALLOWING OFFICER EXCULPATION.

NOVAVAX INC.’s own tally for this item (“4. The amendment to the Second Amended and Restated Certificate of Incorporation of Novavax, Inc”): 16,746,786 for, 2,058,948 against — failed, per its Form 8-K filed July 11, 2023 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “Proposal 4 : Stockholders did not approve the amendment to the Second Amended and Restated Certificate of Incorporation of Novavax, Inc. to reflect Delaware law provisions allowing officer exculpation:”
A stricter vote than a majority of the votes cast may have applied to this item; the filing does not state it.
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 52 asset managers below reported 3,191,701 for, 162,289 against.

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

Description as filed by funds: Amendment and restatement of the Novavax, Inc. Amended and Restated 2015 Stock Incentve Plan, as amended to increase the number of shares of common stock available for issuance thereunder by 6,170,000 shares.

NOVAVAX INC.’s own tally for this item (“5. The amendment and restatement of the Novavax Inc”): 15,131,768 for, 3,824,183 against — passed, per its Form 8-K filed July 11, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 5 : Stockholders approved the amendment and restatement of the Novavax Inc. Amended and Restated 2015 Stock Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 6,170,000 shares:”
Support: 80% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 54 asset managers below reported 3,333,918 for, 20,172 against.

Showing the 25 largest of 54 asset managers. See all 54 in the interactive database.

Description as filed by funds: Amendment and Restatement of the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 6,500,000 shares.

The 47 asset managers below reported 2,973,941 for, 15,368 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 47 asset managers. See all 47 in the interactive database.

Description as filed by funds: Amendment and restatement of the Novavax, Inc. Amended and Restated 2013 Employee Stock Purchase Plan to increase the number of shares of common stock available for issuance thereunder by 1,000,000 shares, such that the number of shares available for issuance thereunder is the lesser of (a) 2,155,000 shares of common stock increased on January 1 of each year by 5% of the share pool on such January 1 (rounded down to the nearest whole share) and (b) 3,510,264 shares of common stock.

The 46 asset managers below reported 2,785,870 for, 203,439 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 46 asset managers. See all 46 in the interactive database.

Description as filed by funds: The approval, on an advisory basis, of the compensation paid to our Named Executive Officers.

NOVAVAX INC.’s own tally for this item (“2. The compensation paid to the Company's named executive officers in 2022”): 15,695,578 for, 3,030,052 against — passed, per its Form 8-K filed July 11, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2 : Stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers in 2022:”
Support: 84% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 50 managers: 3,272,991 for, 80,392 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 206 managers: 10,036,498 for, 484,037 against, 35 not voted, 42,743 1 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: The approval, on an advisory basis, of holding future executive compensation advisory votes every three years, every two years, or every year.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 50 managers: 3,353,297 1 year, 86 3 year. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 201 managers: 75,479 for, 2,749 against, 35 not voted, 10,461,582 1 year, 5,882 3 year, 107 unknown, 60 2 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: The approval, on an advisory basis, of the compensation paid to our Named Executive Officers.

NOVAVAX INC.’s own tally for this item (“2. The compensation paid to the Company's named executive officers in 2023”): 24,187,672 for, 8,695,357 against — passed, per its Form 8-K filed June 14, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2 : Stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers in 2023:”
Support: 74% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 42 managers: 2,960,730 for, 13,483 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 179 managers: 6,607,840 for, 593,097 against, 1 not voted. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.

NOVAVAX INC.’s own tally for this item (“6. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023”): 41,350,254 for, 2,005,826 against — passed, per its Form 8-K filed July 11, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 6 : Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023:”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 52 asset managers below reported 3,351,109 for, 2,881 against.

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

Description as filed by funds: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

NOVAVAX INC.’s own tally for this item (“5. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024”): 68,992,887 for, 4,249,891 against — passed, per its Form 8-K filed June 14, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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, 2024:”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 45 asset managers below reported 2,986,623 for, 2,586 against.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.