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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.
Meeting of June 20, 2025: 5 items on NOVAVAX INC.’s Form 8-K, filed June 24, 2025: 3 elected · 2 approved.
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
Explore NOVAVAX INC. in the interactive database Compare manager voting policies
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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Rachel K. King | 38,346,660 | 19,134,990 | 269,571 | -- | 37,607,973 | 67% | Elected | — |
| Elect Director: John W. Shiver | 43,711,347 | 13,838,060 | 201,814 | -- | 37,607,973 | 76% | Elected | — |
| Elect Director: Charles W. Newton | 42,892,746 | 14,645,927 | 212,548 | -- | 37,607,973 | 75% | Elected | — |
| 2. The compensation of the Company's named executive officers | 41,390,651 | 15,830,308 | 530,262 | -- | 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 | 79,306,893 | 15,057,873 | 994,428 | -- | -- | 84% | Approved | — |
Source: NOVAVAX INC., Form 8-K, filed with the SEC on June 24, 2025 — read the filing on EDGAR.
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.
Combines 2 wordings of this item as funds reported it.
75% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,847,269 | 0 | 0 | 0 | For |
| BlackRock | 2,631,680 | 0 | 0 | 0 | For |
| State Street | 1,006,510 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 992,143 | 0 | 0 | Against |
| TIAA | 311,761 | 0 | 0 | 0 | For |
| Equitable | 241,657 | 0 | 0 | 0 | For |
| Lincoln Financial | 213,604 | 0 | 0 | 0 | For |
| HUSSMAN INVESTMENT TRUST | 168,000 | 0 | 0 | 0 | For |
| Fidelity | 149,437 | 0 | 0 | 0 | For |
| Northern Trust | 97,611 | 0 | 0 | 0 | For |
| Global X | 0 | 93,468 | 0 | 0 | Against |
| MFS | 91,220 | 0 | 0 | 0 | For |
| Direxion Shares ETF Trust | 87,791 | 0 | 0 | 0 | For |
| ProShares | 85,725 | 0 | 0 | 0 | For |
| Aberdeen | 63,800 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 57,924 | 0 | 0 | 0 | For |
| Pacific Life | 54,805 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 39,826 | 0 | 0 | 0 | For |
| First Trust | 28,701 | 0 | 0 | 0 | For |
| New York Life | 25,063 | 0 | 0 | 0 | For |
| SEI | 0 | 23,268 | 0 | 0 | Against |
| AQR | 21,417 | 0 | 0 | 0 | For |
| Guggenheim | 18,738 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 18,500 | 0 | 0 | 0 | For |
| John Hancock | 17,579 | 0 | 0 | 0 | For |
Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.
Combines 2 wordings of this item as funds reported it.
76% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,847,269 | 0 | 0 | 0 | For |
| BlackRock | 2,631,680 | 0 | 0 | 0 | For |
| State Street | 1,006,510 | 0 | 0 | 0 | For |
| Charles Schwab | 992,143 | 0 | 0 | 0 | For |
| TIAA | 311,761 | 0 | 0 | 0 | For |
| Equitable | 241,657 | 0 | 0 | 0 | For |
| Lincoln Financial | 213,604 | 0 | 0 | 0 | For |
| HUSSMAN INVESTMENT TRUST | 168,000 | 0 | 0 | 0 | For |
| Fidelity | 149,437 | 0 | 0 | 0 | For |
| Northern Trust | 97,611 | 0 | 0 | 0 | For |
| Global X | 93,468 | 0 | 0 | 0 | For |
| MFS | 91,220 | 0 | 0 | 0 | For |
| Direxion Shares ETF Trust | 87,791 | 0 | 0 | 0 | For |
| ProShares | 85,725 | 0 | 0 | 0 | For |
| Aberdeen | 63,800 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 57,924 | 0 | 0 | 0 | For |
| Pacific Life | 54,805 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 39,826 | 0 | 0 | 0 | For |
| First Trust | 28,701 | 0 | 0 | 0 | For |
| New York Life | 25,063 | 0 | 0 | 0 | For |
| SEI | 23,268 | 0 | 0 | 0 | For |
| AQR | 21,417 | 0 | 0 | 0 | For |
| Guggenheim | 18,738 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 18,500 | 0 | 0 | 0 | For |
| John Hancock | 17,579 | 0 | 0 | 0 | For |
Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.
Combines 2 wordings of this item as funds reported it.
67% Majority: yes · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,847,269 | 0 | 0 | 0 | For |
| BlackRock | 2,631,680 | 0 | 0 | 0 | For |
| State Street | 3,895 | 1,002,615 | 0 | 0 | Against |
| Charles Schwab | 992,143 | 0 | 0 | 0 | For |
| TIAA | 0 | 311,761 | 0 | 0 | Against |
| Equitable | 79,447 | 162,210 | 0 | 0 | Mixed |
| Lincoln Financial | 100,704 | 112,900 | 0 | 0 | Mixed |
| HUSSMAN INVESTMENT TRUST | 168,000 | 0 | 0 | 0 | For |
| Fidelity | 120,822 | 28,615 | 0 | 0 | Mixed |
| Northern Trust | 97,611 | 0 | 0 | 0 | For |
| Global X | 0 | 93,468 | 0 | 0 | Against |
| MFS | 0 | 91,220 | 0 | 0 | Against |
| Direxion Shares ETF Trust | 87,791 | 0 | 0 | 0 | For |
| ProShares | 85,725 | 0 | 0 | 0 | For |
| Aberdeen | 63,800 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 57,924 | 0 | 0 | 0 | For |
| Pacific Life | 54,805 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 39,826 | 0 | 0 | 0 | For |
| First Trust | 28,701 | 0 | 0 | 0 | For |
| New York Life | 25,063 | 0 | 0 | 0 | For |
| SEI | 0 | 23,268 | 0 | 0 | Against |
| AQR | 21,417 | 0 | 0 | 0 | For |
| Guggenheim | 18,738 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 18,500 | 0 | 0 | 0 | For |
| John Hancock | 17,579 | 0 | 0 | 0 | For |
Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.
Combines 13 wordings of this item as funds reported it.
72% Approved · of votes cast
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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,847,269 | 0 | 0 | 0 | For |
| BlackRock | 2,631,680 | 0 | 0 | 0 | For |
| State Street | 1,006,510 | 0 | 0 | 0 | For |
| Charles Schwab | 992,143 | 0 | 0 | 0 | For |
| TIAA | 0 | 311,761 | 0 | 0 | Against |
| Equitable | 241,657 | 0 | 0 | 0 | For |
| Lincoln Financial | 213,604 | 0 | 0 | 0 | For |
| HUSSMAN INVESTMENT TRUST | 0 | 0 | 168,000 | 0 | Abstain |
| Fidelity | 120,822 | 28,615 | 0 | 0 | Mixed |
| Northern Trust | 97,611 | 0 | 0 | 0 | For |
| Global X | 0 | 93,468 | 0 | 0 | Against |
| MFS | 91,220 | 0 | 0 | 0 | For |
| Direxion Shares ETF Trust | 87,791 | 0 | 0 | 0 | For |
| ProShares | 85,725 | 0 | 0 | 0 | For |
| Aberdeen | 63,800 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 57,924 | 0 | 0 | 0 | For |
| Pacific Life | 54,805 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 39,826 | 0 | 0 | 0 | For |
| First Trust | 28,701 | 0 | 0 | 0 | For |
| New York Life | 0 | 25,063 | 0 | 0 | Against |
| SEI | 0 | 23,268 | 0 | 0 | Against |
| AQR | 21,417 | 0 | 0 | 0 | For |
| Guggenheim | 18,738 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 18,500 | 0 | 0 | 0 | For |
| John Hancock | 17,579 | 0 | 0 | 0 | For |
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| SHAH CAPITAL MANAGEMENT | 0 | 12,181,846 | 0 | 0 | Against |
| State Street | 3,171,220 | 0 | 0 | 0 | For |
| BlackRock | 1,614,204 | 0 | 0 | 0 | For |
| DE Shaw | 1,306,189 | 0 | 0 | 0 | For |
| Deep Track Capital, LP | 1,215,925 | 0 | 0 | 0 | For |
| Charles Schwab | 992,143 | 0 | 0 | 0 | For |
| Northern Trust | 703,431 | 0 | 0 | 0 | For |
| Citadel | 644,810 | 0 | 0 | 0 | For |
| COATUE MANAGEMENT LLC | 628,894 | 0 | 0 | 0 | For |
| Vanguard | 403,999 | 0 | 0 | 0 | For |
| Rock Springs Capital Management LP | 400,000 | 0 | 0 | 0 | For |
| CANADA PENSION PLAN INVESTMENT BOARD | 379,300 | 0 | 0 | 0 | For |
| Nuveen | 0 | 334,814 | 0 | 0 | Against |
| West Coast Financial LLC | 321,596 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 311,952 | 0 | 0 | 0 | For |
| OMERS ADMINISTRATION Corp | 193,400 | 0 | 0 | 0 | For |
| AllianceBernstein | 162,413 | 0 | 0 | 0 | For |
| Invesco | 150,160 | 0 | 0 | 0 | For |
| UBS | 0 | 143,464 | 0 | 0 | Against |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 128,761 | 0 | 0 | 0 | For |
| T. Rowe Price | 109,603 | 0 | 0 | 0 | For |
| FRANKLIN ADVISERS INC | 107,136 | 0 | 0 | 0 | For |
| JPMorgan | 92,599 | 0 | 0 | 0 | For |
| MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 91,220 | 0 | 0 | 0 | For |
| Rafferty Asset Management, LLC | 87,791 | 0 | 0 | 0 | For |
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.
84% Approved · of votes cast
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.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,847,269 | 0 | 0 | 0 | For |
| BlackRock | 2,631,680 | 0 | 0 | 0 | For |
| State Street | 1,006,454 | 56 | 0 | 0 | For |
| Charles Schwab | 992,143 | 0 | 0 | 0 | For |
| TIAA | 311,761 | 0 | 0 | 0 | For |
| Equitable | 241,657 | 0 | 0 | 0 | For |
| Lincoln Financial | 213,604 | 0 | 0 | 0 | For |
| HUSSMAN INVESTMENT TRUST | 168,000 | 0 | 0 | 0 | For |
| Fidelity | 149,437 | 0 | 0 | 0 | For |
| Northern Trust | 97,611 | 0 | 0 | 0 | For |
| Global X | 93,468 | 0 | 0 | 0 | For |
| MFS | 91,220 | 0 | 0 | 0 | For |
| Direxion Shares ETF Trust | 87,791 | 0 | 0 | 0 | For |
| ProShares | 85,725 | 0 | 0 | 0 | For |
| Aberdeen | 63,800 | 0 | 0 | 0 | For |
| AIG/SunAmerica | 57,924 | 0 | 0 | 0 | For |
| Pacific Life | 54,805 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 39,826 | 0 | 0 | 0 | For |
| First Trust | 28,701 | 0 | 0 | 0 | For |
| New York Life | 25,063 | 0 | 0 | 0 | For |
| SEI | 23,268 | 0 | 0 | 0 | For |
| AQR | 21,417 | 0 | 0 | 0 | For |
| Guggenheim | 18,738 | 0 | 0 | 0 | For |
| Blackstone Alternative Investment Funds | 18,500 | 0 | 0 | 0 | For |
| John Hancock | 17,579 | 0 | 0 | 0 | For |
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.
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.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 6.08% |
| 2 | BlackRock | 1.62% |
| 3 | State Street | 0.62% |
| 4 | Charles Schwab | 0.61% |
| 5 | TIAA | 0.19% |
| 6 | Equitable | 0.15% |
| 7 | Lincoln Financial | 0.13% |
| 8 | HUSSMAN INVESTMENT TRUST | 0.10% |
| 9 | Fidelity | 0.09% |
| 10 | Northern Trust | 0.06% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | SHAH CAPITAL MANAGEMENT | 7.52% |
| 2 | State Street | 1.96% |
| 3 | BlackRock | 1.00% |
| 4 | DE Shaw | 0.81% |
| 5 | Deep Track Capital, LP | 0.75% |
| 6 | Charles Schwab | 0.61% |
| 7 | Northern Trust | 0.43% |
| 8 | Citadel | 0.40% |
| 9 | COATUE MANAGEMENT LLC | 0.39% |
| 10 | Vanguard | 0.25% |
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.
| 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.
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.