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NOVAVAX INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and NOVAVAX INC.’s Form 8-K, filed June 24, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 5Ballot items
  • 258Asset managers
  • 1,061Fund votes
  • June 20, 2025Meeting date

Results at a glance

Meeting of June 20, 2025: 5 items on NOVAVAX INC.’s Form 8-K, filed June 24, 2025: 3 elected · 2 approved.

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore NOVAVAX INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by NOVAVAX INC.

These tallies are NOVAVAX INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 24, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

NOVAVAX INC. — official shareholder meeting results, meeting held June 20, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Rachel K. King 38,346,66019,134,990269,571 --37,607,973 67%Elected—
Elect Director: John W. Shiver 43,711,34713,838,060201,814 --37,607,973 76%Elected—
Elect Director: Charles W. Newton 42,892,74614,645,927212,548 --37,607,973 75%Elected—
2. The compensation of the Company's named executive officers 41,390,65115,830,308530,262 --37,607,973 72%Approved—
3. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 79,306,89315,057,873994,428 ---- 84%Approved—

Source: NOVAVAX INC., Form 8-K, filed with the SEC on June 24, 2025 — read the filing on EDGAR.

How asset managers voted at the NOVAVAX INC. 2024-2025 meeting

Each item below shows how the 258 asset managers that disclosed a NOVAVAX INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Charles W. Newton

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

75% Majority: yes · of votes cast

FOR 75%AGAINST
FOR: 42,892,746AGAINST: 14,645,927
Details: description as filed, official tally, votes by 52 asset managers

Description as filed by funds: Election of three Class III directors to serve on the board of directors, each for a three-year term expiring at the 2028 Annual Meeting of Stockholders: Charles W. Newton

NOVAVAX INC.’s own tally for this item (“Elect Director: Charles W. Newton”): 42,892,746 for, 14,645,927 against, per its Form 8-K filed June 24, 2025 (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 for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025, are as follows: Proposal 1 : Stockholders elected…”
Support: 75% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 52 asset managers below reported 15,379,171 for, 1,109,703 against.

FOR
FOR: 15,379,171AGAINST: 1,109,703
Largest asset managers voting on “Election of three Class III directors to serve on the board of directors, each for a three-year term expiring ” at NOVAVAX INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard9,847,2690 00For
BlackRock2,631,6800 00For
State Street1,006,5100 00For
Charles Schwab0992,143 00Against
TIAA311,7610 00For
Equitable241,6570 00For
Lincoln Financial213,6040 00For
HUSSMAN INVESTMENT TRUST168,0000 00For
Fidelity149,4370 00For
Northern Trust97,6110 00For
Global X093,468 00Against
MFS91,2200 00For
Direxion Shares ETF Trust87,7910 00For
ProShares85,7250 00For
Aberdeen63,8000 00For
AIG/SunAmerica57,9240 00For
Pacific Life54,8050 00For
Bridge Builder Trust39,8260 00For
First Trust28,7010 00For
New York Life25,0630 00For
SEI023,268 00Against
AQR21,4170 00For
Guggenheim18,7380 00For
Blackstone Alternative Investment Funds18,5000 00For
John Hancock17,5790 00For

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

2. Elect Director: John W. Shiver

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

76% Majority: yes · of votes cast

FOR 76%AGAINST
FOR: 43,711,347AGAINST: 13,838,060
Details: description as filed, official tally, votes by 52 asset managers

Description as filed by funds: Election of three Class III directors to serve on the board of directors, each for a three-year term expiring at the 2028 Annual Meeting of Stockholders: John W. Shiver, Ph.D.

NOVAVAX INC.’s own tally for this item (“Elect Director: John W. Shiver”): 43,711,347 for, 13,838,060 against, per its Form 8-K filed June 24, 2025 (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 for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025, are as follows: Proposal 1 : Stockholders elected…”
Support: 76% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 52 asset managers below reported 16,488,874 for.

FOR
FOR: 16,488,874
Largest asset managers voting on “Election of three Class III directors to serve on the board of directors, each for a three-year term expiring ” at NOVAVAX INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard9,847,2690 00For
BlackRock2,631,6800 00For
State Street1,006,5100 00For
Charles Schwab992,1430 00For
TIAA311,7610 00For
Equitable241,6570 00For
Lincoln Financial213,6040 00For
HUSSMAN INVESTMENT TRUST168,0000 00For
Fidelity149,4370 00For
Northern Trust97,6110 00For
Global X93,4680 00For
MFS91,2200 00For
Direxion Shares ETF Trust87,7910 00For
ProShares85,7250 00For
Aberdeen63,8000 00For
AIG/SunAmerica57,9240 00For
Pacific Life54,8050 00For
Bridge Builder Trust39,8260 00For
First Trust28,7010 00For
New York Life25,0630 00For
SEI23,2680 00For
AQR21,4170 00For
Guggenheim18,7380 00For
Blackstone Alternative Investment Funds18,5000 00For
John Hancock17,5790 00For

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

3. Elect Director: Rachel K. King

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 2 wordings of this item as funds reported it.

67% Majority: yes · of votes cast

FOR 67%AGAINST
FOR: 38,346,660AGAINST: 19,134,990
Details: description as filed, official tally, votes by 52 asset managers

Description as filed by funds: Election of three Class III directors to serve on the board of directors, each for a three-year term expiring at the 2028 Annual Meeting of Stockholders: Rachel K. King

NOVAVAX INC.’s own tally for this item (“Elect Director: Rachel K. King”): 38,346,660 for, 19,134,990 against, per its Form 8-K filed June 24, 2025 (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 for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025, are as follows: Proposal 1 : Stockholders elected…”
Support: 67% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 52 asset managers below reported 14,617,103 for, 1,856,222 against, 15,549 abstained.

FOR
FOR: 14,617,103AGAINST: 1,856,222ABSTAIN: 15,549
Largest asset managers voting on “Election of three Class III directors to serve on the board of directors, each for a three-year term expiring ” at NOVAVAX INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard9,847,2690 00For
BlackRock2,631,6800 00For
State Street3,8951,002,615 00Against
Charles Schwab992,1430 00For
TIAA0311,761 00Against
Equitable79,447162,210 00Mixed
Lincoln Financial100,704112,900 00Mixed
HUSSMAN INVESTMENT TRUST168,0000 00For
Fidelity120,82228,615 00Mixed
Northern Trust97,6110 00For
Global X093,468 00Against
MFS091,220 00Against
Direxion Shares ETF Trust87,7910 00For
ProShares85,7250 00For
Aberdeen63,8000 00For
AIG/SunAmerica57,9240 00For
Pacific Life54,8050 00For
Bridge Builder Trust39,8260 00For
First Trust28,7010 00For
New York Life25,0630 00For
SEI023,268 00Against
AQR21,4170 00For
Guggenheim18,7380 00For
Blackstone Alternative Investment Funds18,5000 00For
John Hancock17,5790 00For

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

4. 2. The compensation of the Company's named executive officers

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 13 wordings of this item as funds reported it.

72% Approved · of votes cast

FOR 72%AGAINST
FOR: 41,390,651AGAINST: 15,830,308
Details: description as filed, official tally, votes by 256 asset managers

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

NOVAVAX INC.’s own tally for this item (“2. The compensation of the Company's named executive officers”): 41,390,651 for, 15,830,308 against — passed, per its Form 8-K filed June 24, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2 : Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers:”
Support: 72% 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: 52 asset managers voting on “The approval, on an advisory basis, of the compensation of our Named Executive Officers.” at NOVAVAX INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard9,847,2690 00For
BlackRock2,631,6800 00For
State Street1,006,5100 00For
Charles Schwab992,1430 00For
TIAA0311,761 00Against
Equitable241,6570 00For
Lincoln Financial213,6040 00For
HUSSMAN INVESTMENT TRUST00 168,0000Abstain
Fidelity120,82228,615 00Mixed
Northern Trust97,6110 00For
Global X093,468 00Against
MFS91,2200 00For
Direxion Shares ETF Trust87,7910 00For
ProShares85,7250 00For
Aberdeen63,8000 00For
AIG/SunAmerica57,9240 00For
Pacific Life54,8050 00For
Bridge Builder Trust39,8260 00For
First Trust28,7010 00For
New York Life025,063 00Against
SEI023,268 00Against
AQR21,4170 00For
Guggenheim18,7380 00For
Blackstone Alternative Investment Funds18,5000 00For
John Hancock17,5790 00For

Fund voting reports, all 52 managers: 15,830,539 for, 490,335 against, 168,000 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 218 asset managers voting on “The approval, on an advisory basis, of the compensation of our Named Executive Officers.” at NOVAVAX INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
SHAH CAPITAL MANAGEMENT012,181,846 00Against
State Street3,171,2200 00For
BlackRock1,614,2040 00For
DE Shaw1,306,1890 00For
Deep Track Capital, LP1,215,9250 00For
Charles Schwab992,1430 00For
Northern Trust703,4310 00For
Citadel644,8100 00For
COATUE MANAGEMENT LLC628,8940 00For
Vanguard403,9990 00For
Rock Springs Capital Management LP400,0000 00For
CANADA PENSION PLAN INVESTMENT BOARD379,3000 00For
Nuveen0334,814 00Against
West Coast Financial LLC321,5960 00For
MELLON INVESTMENTS Corp311,9520 00For
OMERS ADMINISTRATION Corp193,4000 00For
AllianceBernstein162,4130 00For
Invesco150,1600 00For
UBS0143,464 00Against
PARAMETRIC PORTFOLIO ASSOCIATES LLC128,7610 00For
T. Rowe Price109,6030 00For
FRANKLIN ADVISERS INC107,1360 00For
JPMorgan92,5990 00For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/91,2200 00For
Rafferty Asset Management, LLC87,7910 00For

Institutional-manager reports, all 218 managers: 14,079,594 for, 13,088,948 against, 36 abstained, 2 not voted. Showing the 25 largest; see all in the interactive database.

5. 3. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal…

Official resultAUDIT-RELATEDReported outcome: Approved

84% Approved · of votes cast

FOR 84%AGAINST
FOR: 79,306,893AGAINST: 15,057,873
Details: description as filed, official tally, votes by 52 asset managers

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, 2025.

NOVAVAX INC.’s own tally for this item (“3. The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025”): 79,306,893 for, 15,057,873 against — passed, per its Form 8-K filed June 24, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3 : Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025:”
Support: 84% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 52 asset managers below reported 16,486,634 for, 2,240 against.

FOR
FOR: 16,486,634AGAINST: 2,240
Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ” at NOVAVAX INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard9,847,2690 00For
BlackRock2,631,6800 00For
State Street1,006,45456 00For
Charles Schwab992,1430 00For
TIAA311,7610 00For
Equitable241,6570 00For
Lincoln Financial213,6040 00For
HUSSMAN INVESTMENT TRUST168,0000 00For
Fidelity149,4370 00For
Northern Trust97,6110 00For
Global X93,4680 00For
MFS91,2200 00For
Direxion Shares ETF Trust87,7910 00For
ProShares85,7250 00For
Aberdeen63,8000 00For
AIG/SunAmerica57,9240 00For
Pacific Life54,8050 00For
Bridge Builder Trust39,8260 00For
First Trust28,7010 00For
New York Life25,0630 00For
SEI23,2680 00For
AQR21,4170 00For
Guggenheim18,7380 00For
Blackstone Alternative Investment Funds18,5000 00For
John Hancock17,5790 00For

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

Not shown here: this season’s fund filings also report 1 item from the meeting of June 13, 2024, which belongs to the 2023-2024 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest NOVAVAX INC. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 161,957,868 shares outstanding at the time of that meeting.

Fund voting reports: top NOVAVAX INC. shareholders by shares voted on “The approval, on an advisory basis, of the compensation of our Named Executive Officers.”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 6.08%
2BlackRock 1.62%
3State Street 0.62%
4Charles Schwab 0.61%
5TIAA 0.19%
6Equitable 0.15%
7Lincoln Financial 0.13%
8HUSSMAN INVESTMENT TRUST 0.10%
9Fidelity 0.09%
10Northern Trust 0.06%
Institutional-manager reports: top NOVAVAX INC. shareholders by shares voted on “The approval, on an advisory basis, of the compensation of our Named Executive Officers.”, 2024-2025
#Asset manager % of shares outstanding
1SHAH CAPITAL MANAGEMENT 7.52%
2State Street 1.96%
3BlackRock 1.00%
4DE Shaw 0.81%
5Deep Track Capital, LP 0.75%
6Charles Schwab 0.61%
7Northern Trust 0.43%
8Citadel 0.40%
9COATUE MANAGEMENT LLC 0.39%
10Vanguard 0.25%

Reported NOVAVAX INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

NOVAVAX INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
Vanguard Group 9.68% 13F
Shah Capital Management 9.09% 13D
BlackRock 8.01% 13F
State Street 4.35% 13F
BANK OF AMERICA CORP /DE/ 4.11% 13G
D.E. Shaw 2.04% 13F
Citadel Advisors 1.75% 13F
Morgan Stanley 1.22% 13F
Northern Trust 0.87% 13F
Charles Schwab 0.83% 13F

Percentages above are of 161,957,868 shares outstanding, as reported by NOVAVAX INC. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from NOVAVAX INC.’s 10-Q dated March 31, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At NOVAVAX INC.'s shareholder meeting held June 20, 2025, in the 2024-2025 proxy season, 258 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 1,061 separate fund positions. On the most widely held item on that ballot — The approval, on an advisory basis, of the compensation of our Named Executive Officers. — NOVAVAX INC.'s filing reports the proposal as approved, with 72% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: NOVAVAX INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 24, 2025.

NOVAVAX INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.