NOVAVAX, INC. Form 8-K (Oct. 31, 2020)

Summary

Current report on Form 8-K of Novavax, Inc. dated October 31, 2020, reporting under Item 5.02, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers. The report states that on October 31, 2020 the Board voted to increase the Board from eight to nine members and appointed Gregg H. Alton as a Class I director with a term expiring at the 2023 annual meeting of stockholders, with no committee assignment at that time. Alton will receive an annual retainer of $40,000 and was granted a stock option award of 7,700 shares. The Board determined Alton is independent, and an indemnification agreement was entered into. A press release dated November 3, 2020 is Exhibit 99.1, and the signature block is John A. Herrmann III, dated November 3, 2020.

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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): October 31, 2020

NOVAVAX, INC.

(Exact name of registrant as specified
in charter)

Delaware | 0-26770 | 22-2816046
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.)

21 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.)

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 $0.01 per share | NVAX | The Nasdaq Global Select Market

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):

¨ | 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))

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 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment
of Director Gregg H. Alton

On October 31, 2020, the Board of Directors
(the “Board”) of Novavax, Inc. (the “Company”) voted to increase the size of the Board from eight members
to nine members and to appoint Gregg H. Alton to the Board to fill the resulting vacancy. Mr. Alton will serve as a Class I director
and his term will expire at the Company’s 2023 annual meeting of stockholders. The Board has not appointed Mr. Alton to any
Board committees at this time. Mr. Alton will receive an annual retainer of $40,000 for his service on the Board. Mr. Alton was
granted a stock option award of 7,700 shares of Company common stock under the Company’s Amended and Restated 2015 Stock
Incentive Plan, as amended. There is no arrangement or understanding between Mr. Alton and any other person pursuant to which Mr.
Alton was selected as a director. The Board has affirmatively determined that Mr. Alton is independent and has no material direct
or indirect interest in a related party transaction that requires disclosure. Mr. Alton and the Company have entered into an indemnification
agreement (the “Indemnification Agreement”) which will provide indemnification protection for Mr. Alton in connection
with his service as a director of the Company. The Indemnification Agreement is substantially similar to the form filed as Exhibit
10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 16, 2010 and incorporated
herein by reference.

On November 3,
2020, the Company issued a press release announcing Mr. Alton’s appointment to the Board. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. | Description
10.1 | Form of Indemnification Agreement entered into between the Company and its directors and officers (Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 000-26770), filed on March 16, 2010).
99.1 | Press release of the Company, dated November 3, 2020, regarding the appointment of Gregg H. Alton to the Company’s Board of Directors.
104 | Cover Page Interactive Data File (formatted as Inline XBRL).

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.

Novavax, Inc.
Date: November 3, 2020 | By: | /s/ John A. Herrmann III
Name: | John A. Herrmann III
Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary

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