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Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2021




(Exact name of registrant as specified in its charter)




Delaware   001-38753   81-3467528
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


200 Technology Square
Cambridge, MA
(Address of principal executive offices)   (Zip code)

(Registrant’s telephone number, including area code): (617) 714-6500


(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:



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




Name of each exchange
on which registered

Common stock, par value $0.0001 per share   MRNA   The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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

On April 28, 2021, Moderna, Inc. (the “Company”) held its previously announced 2021 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. The final voting results for the Annual Meeting are as follows:

Proposal 1. Election of directors.

By the vote reflected below, the Company’s stockholders elected each of the following individuals to serve as Class III directors for a three-year term expiring at the Company’s 2024 Annual Meeting of Stockholders and until his or her respective successor is duly elected and qualified, or such director’s earlier death, resignation or removal:


     For      Withheld      Broker

Robert Langer, SC.D.

     196,443,436        45,280,178        44,405,093  

Elizabeth Nabel, M.D.

     211,303,880        30,419,734        44,405,093  

Elizabeth Tallett

     221,917,471        19,806,143        44,405,093  

Proposal 2. Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.

The Company’s stockholders approved, on an advisory basis, the compensation of the named executive officers. The results of the stockholders’ vote with respect to the approval of the compensation of the named executive officers were as follows:


Votes For

  Votes Against     Abstain  
222,266,802     16,973,022       2,483,790  

Proposal 3. Ratification of appointment of independent registered public accounting firm.

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021, with the votes cast as follows:


Votes For

  Votes Against   Abstain
281,350,271   4,579,011   199,425

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.


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.


Date: April 29, 2021     By:  

 /s/ Lori Henderson

        Lori Henderson  
        General Counsel and Corporate Secretary