NOVAVAX, INC. (NASDAQ:NVAX) Files An 8-K Submission of Matters to a Vote of Security Holders
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 | For | Withheld | Broker Non-Votes |
| Stanley C. Erck | 65,558,715 | 4,199,188 | 124,400,890 |
| Rajiv I. Modi | 59,911,889 | 9,846,014 | 124,400,890 |
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 | Against | Abstaining | Broker Non-Votes |
| 56,494,054 | 12,224,982 | 1,038,865 | 124,400,892 |
Proposal 3: Stockholders approved, on an advisory
basis,holding future executive compensation advisory votes every
year:
| 1 Year | 2 Years | 3 Years | Abstaining | Broker Non-Votes |
| 50,600,850 | 898,633 | 16,593,037 | 1,665,382 | 124,400,891 |
Proposal 4: Stockholders approved the Companys Amended and
Restated 2015 Stock Incentive Plan which increases the number of
shares of the Companys common stock, par value $0.01, available
for issuance thereunder by 5,000,000 shares:
| For | Against | Abstaining | Broker Non-Votes |
| 53,153,232 | 16,001,007 | 603,662 | 124,400,892 |
Based on these results, and consistent with the recommendation of
the Companys 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 Companys independent registered public
accounting firm for the fiscal year ending December 31, 2017:
| For | Against | Abstaining | Broker Non-Votes |
| 185,429,810 | 3,460,914 | 5,268,069 |
About NOVAVAX, INC. (NASDAQ:NVAX)
Novavax, Inc. (Novavax) is a clinical-stage vaccine company focused on the discovery, development and commercialization of recombinant nanoparticle vaccines and adjuvants. The Company operates through developing recombinant vaccines segment. The Company through its recombinant nanoparticle vaccine technology produces vaccine candidates to respond to both known and newly emerging diseases. Its product pipeline focuses on a range of infectious diseases with vaccine candidates in clinical development for respiratory syncytial virus (RSV), seasonal influenza, pandemic influenza and the Ebola virus (EBOV). Its lead adjuvant for human applications, Matrix-M, is in a Phase I/II clinical trial for pandemic influenza H7N9 vaccine candidate. It is also testing Matrix-M in conjunction with its EBOV vaccine candidate in a Phase I clinical trial. It is developing additional pre-clinical stage programs in a range of infectious diseases, including Middle East respiratory syndrome (MERS).
