NOVAVAX, INC. Form 8-K (Dec. 5, 2020)

Summary

Current report on Form 8-K of Novavax, Inc. dated December 5, 2020, reporting under Item 5.02, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers. The report states that on December 5, 2020 the Board voted to increase the Board from nine to ten members and appointed Margaret G. Mcglynn as a Class II director effective December 7, 2020, with a term expiring at the 2021 annual meeting of stockholders and no committee assignment at that time. Mcglynn will receive an annual retainer of $40,000 and was granted a stock option award of 7,700 shares. The Board determined Mcglynn is independent, and an indemnification agreement was entered into. A press release dated December 9, 2020 is Exhibit 99.1, and the signature block is John A. Herrmann III.

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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): December 5, 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 Margaret G. Mcglynn

On December 5, 2020, the Board of Directors
(the “Board”) of Novavax, Inc. (the “Company”) voted to increase the size of the Board from nine members
to ten members and to appoint Margaret G. Mcglynn to the Board to fill the resulting vacancy, effective as of December 7, 2020.
Ms. Mcglynn will serve as a Class II director and her term will expire at the Company’s 2021 annual meeting of stockholders.
The Board has not appointed Ms. Mcglynn to any Board committees at this time. Ms. Mcglynn will receive an annual retainer of $40,000
for her service on the Board. Ms. Mcglynn 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 Ms. Mcglynn and any
other person pursuant to which Ms. Mcglynn was selected as a director. The Board has affirmatively determined that Ms. Mcglynn
is independent and has no material direct or indirect interest in a related party transaction that requires disclosure. Ms. Mcglynn
and the Company have entered into an indemnification agreement (the “Indemnification Agreement”) which will provide
indemnification protection for Ms. Mcglynn in connection with her 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 December 9,
2020, the Company issued a press release announcing Ms. Mcglynn’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 December 9, 2020, regarding the appointment of Margaret G. Mcglynn 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: December 9, 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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