NOVAVAX, INC. Form 8-K (June 16, 2022)

Summary

Current report on Form 8-K of Novavax, Inc. dated June 21, 2022, reporting under Items 5.02 and 5.07 on results of the annual meeting of stockholders on June 16, 2022. Stockholders elected Rachel K. King and James F. Young, Ph.D. as Class III directors and approved an amended 2015 Stock Incentive Plan adding 2,400,000 shares, with annual non-employee director compensation limited to $1.5 million and $1 million for the chairman. Stockholders also approved adding 550,000 shares to the 2013 Employee Stock Purchase Plan, an advisory vote on executive compensation, and ratification of Ernst & Young LLP. Proposals 3, 4 and 5, on the supermajority provisions and proxy access, were not approved. There were 78,129,523 shares entitled to vote, and 45,415,149 were represented.

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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): June 16, 2022

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.)

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))

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

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.

Amended and Restated 2015 Stock Incentive Plan

As described in Item 5.07 below, at the Annual
Meeting of Stockholders of Novavax, Inc. (the “Company”) held on June 16, 2022 (the “Annual Meeting”), the Company’s
stockholders of record at the close of business on April 19, 2022 (the “Record Date”) approved the proposal to amend and restate
the Company’s Amended and Restated 2015 Stock Incentive Plan, as amended (such amendment and restatement, the “Amended 2015
Stock Plan”) to increase the number of shares of the Company’s common stock, par value $0.01 (“Common Stock”),
available for issuance thereunder by 2,400,0000 shares and to limit the annual non-employee director compensation to $1.5 million and
$1 million for the chairman of the board and board members, respectively.

A description of the Amended 2015 Stock Plan
was set forth in the Company’s Definitive Proxy Statement on Form 14A filed with the U.S. Securities and Exchange Commission
on May 2, 2022 (“2022 Proxy Statement”) and is incorporated herein by reference. The description of the Amended 2015 Stock Plan is
qualified in its entirety by reference to the full text of the Amended 2015 Stock Plan, a copy of which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by reference.

Amended and Restated 2013 Employee Stock Purchase Plan

As described in Item 5.07 below, at the Annual Meeting, the Company’s
stockholders of record on the Record Date approved the proposal to amend and restate the Company’s 2013 Employee Stock Purchase
Plan, as amended (such amendment and restatement, the “Amended ESPP”), to increase the number of shares of Common Stock available
for issuance thereunder by 550,000 shares, such that the number of shares available for issuance is the lesser of (a) 1,100,000 shares
of Common Stock increased each year by 5% and (b) 1,650,000 shares of Common Stock.

A description of the Amended ESPP was set forth in the Company’s
2022 Proxy Statement and is incorporated herein by reference. The description of the Amended ESPP is qualified in its entirety by reference
to the full text of the Amended ESPP, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated
herein by reference.

Item 5.07. | Submission of Matters to a Vote of Security Holders.

As previously disclosed, the Company held its
Annual Meeting on June 16, 2022, at which only stockholders as of the Record Date were entitled to vote. As of the Record Date, there
were 78,129,523 shares of Common Stock outstanding and entitled to vote at the Annual Meeting of which 45,415,149 shares were represented
by proxy, constituting a quorum on all matters voted upon. The final voting results of the Annual Meeting are as follows:

Proposal 1 : Stockholders elected the following
Class III nominees for director, each to serve a three-year term expiring at the 2025 Annual Meeting of Stockholders:

Name | For | Withheld | Broker Non-Votes
Rachel K. King | 22,100,473 | 4,336,033 | 18,978,643
James F. Young, Ph.D. | 18,653,223 | 7,783,283 | 18,978,643

Proposal 2 : Stockholders approved, on an
advisory basis, the compensation paid to the Company’s named executive officers in 2021:

For | Against | Abstaining | Broker Non-Votes
19,618,798 | 6,574,169 | 243,539 | 18,978,643

Proposal 3 : Stockholders did not approve
the amendment and restatement of the Second Amended and Restated Certificate of Incorporation of Novavax, Inc. to eliminate the supermajority
voting provision:

For | Against | Abstaining | Broker Non-Votes
22,658,678 | 3,574,579 | 203,249 | 18,978,643

Proposal 4 : Stockholders did not approve
the amendment and restatement of the Amended and Restated By-Laws (the “By-Laws”) of Novavax, Inc. to eliminate the supermajority
provision:

For | Against | Abstaining | Broker Non-Votes
22,669,329 | 3,567,304 | 199,873 | 18,978,643

Proposal 5 : Stockholders did not approve
the amendment and restatement of the By-Laws to permit stockholder access to proxy statement of Novavax, Inc. with respect to the nomination
of directors:

For | Against | Abstaining | Broker Non-Votes
23,734,588 | 2,523,062 | 178,856 | 18,978,643

Proposal 6 : Stockholders approved the
amendment and restatement of the Novavax, Inc. Amended and Restated 2015 Stock Plan to increase the number of shares of Common Stock
available for issuance thereunder by 2,400,000 shares, and to limit the annual non-employee director compensation to $1.5 million
and $1 million for the chairman of the board and board members, respectively:

For | Against | Abstaining | Broker Non-Votes
20,247,486 | 6,096,187 | 92,833 | 18,978,643

Proposal 7 : Stockholders approved the amendment
and restatement of the Novavax, Inc. 2013 Employee Stock Purchase Plan to increase the number of shares of Common
Stock available for issuance thereunder by 550,000 shares, such that the number of shares available for issuance is the lesser of
(a) 1,100,000 shares of Common Stock increased each year by 5% and (b) 1,650,000 shares of Common Stock:

For | Against | Abstaining | Broker Non-Votes
21,453,213 | 4,894,870 | 88,423 | 18,978,643

Proposal 8 : Stockholders ratified the appointment
of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2022:

For | Against | Abstaining | Broker Non-Votes
41,312,718 | 3,237,282 | 865,149 | —

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. | Description
10.1 | Amended and Restated Novavax, Inc. 2015 Stock Incentive Plan (Incorporated by reference to Appendix C of the Registrant’s Definitive Proxy Statement filed on May 2, 2022 in connection with the Annual Meeting held on June 16, 2022 (File No. 000-26770)).
10.2 | Amended and Restated Novavax, Inc. 2013 Employee Stock Purchase Plan (Incorporated by reference to Appendix D of the Registrant's Definitive Proxy Statement filed on May 2, 2022 in connection with the Annual Meeting held on June 16, 2022 (File No. 000-26770)).
104 | Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURE

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.
/s/ John A. Herrmann III
Name: | John A. Herrmann III
Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary
Date: June 21, 2022

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