Current Report Filing (8-k)
June 16 2017 - 04:29PM
Edgar (US Regulatory)
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): June 15, 2017
NOVAVAX, INC.
(Exact name of registrant as specified
in charter)
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Delaware
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0-26770
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22-2816046
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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20 Firstfield Road
Gaithersburg, Maryland 20878
(Address of Principal Executive Offices,
including Zip Code)
(240) 268-2000
(Registrant’s telephone number,
including area code)
(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 (see General Instruction
A.2. below):
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☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
The annual meeting of stockholders of Novavax,
Inc. (the “Company”) was held on June 15, 2017. Only stockholders of record as of April 19, 2017 (the “Record
Date”) were entitled to vote at the annual meeting. As of the Record Date, there were 282,613,919 shares outstanding and
entitled to vote at the annual meeting, of which 194,158,793 shares were represented by proxy, constituting a quorum on all matters
voted upon. The stockholders voted on the following matters:
Proposal 1
: Stockholders elected
the following Class I nominees for director, each to serve until the 2020 Annual Meeting of Stockholders or until his successor
is duly elected and qualified:
Name
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For
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Withheld
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Broker Non-Votes
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Stanley C. Erck
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65,558,715
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4,199,188
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124,400,890
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Rajiv I. Modi
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59,911,889
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9,846,014
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124,400,890
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Proposal 2
: Stockholders approved,
on an advisory basis, the compensation paid to our principal executive officer, principal financial officer, and three other
most highly compensated individuals serving as executive officers on December 31, 2016:
For
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Against
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Abstaining
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Broker Non-Votes
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56,494,054
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12,224,982
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1,038,865
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124,400,892
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Proposal 3
: Stockholders approved,
on an advisory basis, holding future executive compensation advisory votes every year:
1 Year
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2 Years
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3 Years
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Abstaining
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Broker Non-Votes
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50,600,850
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898,633
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16,593,037
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1,665,382
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124,400,891
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Proposal 4
: Stockholders approved
the Company’s Amended and Restated 2015 Stock Incentive Plan which increases the number of shares of the Company’s
common stock, par value $0.01, available for issuance thereunder by 5,000,000 shares:
For
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Against
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Abstaining
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Broker Non-Votes
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53,153,232
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16,001,007
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603,662
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124,400,892
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Based on these results, and consistent with
the recommendation of the Company’s board of directors (the “Board”), the Board has determined that the Company
will hold an advisory vote on named executive officer compensation every year.
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, 2017:
For
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Against
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Abstaining
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Broker Non-Votes
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185,429,810
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3,460,914
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5,268,069
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—
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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.
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Novavax, Inc.
(Registrant)
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Date: June 16, 2017
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By:
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/s/ John A. Herrmann III
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Name:
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John A. Herrmann III
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Title:
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Senior Vice President, General Counsel and Corporate
Secretary
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