{"schema_version":"secwatch.filing_event.v1","accession":"0001682852-24-000031","form_type":"8-K","ticker":"MRNA","cik":"0001682852","company_name":"Moderna, Inc.","filed_at":"2024-05-09T23:59:59+00:00","discovered_at":"2026-05-14T18:03:19.574031+00:00","generated_at":"2026-06-02T06:22:05.181892+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.4,"calibrated_materiality_score":0.4,"confidence":"high","headline":"Moderna shareholders approve special meeting right and officer exculpation amendments","bullets":["Shareholders approved right for holders of at least 20% of shares to call a special meeting.","Shareholders approved officer exculpation amendment under new Delaware law provisions.","All three Class III directors (Langer, Nabel, Tallett) elected with strong support.","Say-on-pay and ratification of EY as auditor each passed with overwhelming majorities.","Amendments and restated certificate became effective upon filing with Delaware Secretary of State on May 8, 2024."],"urls":{"canonical":"https://secwatch.observer/filing/0001682852-24-000031","json":"https://secwatch.observer/filing/0001682852-24-000031.json","markdown":"https://secwatch.observer/filing/0001682852-24-000031.md","text":"https://secwatch.observer/filing/0001682852-24-000031.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/0001682852-24-000031-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/mrna-20240506.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-02T06:22:05.181892+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"39f1f8d74d752971bb68ab9cca9d9f29ef49e5fa","claim":"Moderna, Inc.: Amended by-laws to include safeguards and requirements for calling special meetings, contingent on stockholder approval of the special meeting amendment (effective 2024-05-08).","evidence_excerpt":"the Board previously approved a corresponding amendment to the Company’s Second Amended and Restated By-laws (the “By-laws”), subject to stockholder approval of the Special Meeting Amendment, to include safeguards and requirements for calling special meetings","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/0001682852-24-000031-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2024-05-08"}]},{"claim_id":"8a9c07c67858a3283fba188f8ad854b983b9d4a2","claim":"Moderna, Inc.: Amended certificate of incorporation to provide shareholders holding at least 20% of outstanding shares the right to call a special meeting (effective 2024-05-08).","evidence_excerpt":"the Company’s stockholders approved (i) a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to provide shareholders holding no less than 20% of the Company’s outstanding shares the right to call a special meeting of stockholders","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/0001682852-24-000031-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-05-08"}]},{"claim_id":"d73a35921b50d60df551d72cfde2f15a683a2f7a","claim":"Moderna, Inc.: Amended certificate of incorporation to provide for exculpation of executive officers as permitted under Delaware law (effective 2024-05-08).","evidence_excerpt":"(ii) a Certificate of Amendment to the Charter to provide for the exculpation of the Company’s executive officers, as permitted under Delaware law","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/0001682852-24-000031-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-05-08"}]},{"claim_id":"4160ad7bac991e565d292cbe978939a3697ade9f","claim":"Moderna, Inc. shareholders approved Election of Robert Langer as Class III director at the 2024-05-06 meeting.","evidence_excerpt":"By the vote reflected below, the Company’s stockholders elected each of the following individuals to serve as a Class III director for a three-year term expiring at the Company’s 2027 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 Against Abstain Broker Non-Votes Robert Langer 220,067,098 54,371,254 148,729 30,155,098","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/0001682852-24-000031-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-05-06"}]},{"claim_id":"7dc85f482315539c4c36ae903c4f7246ea3ea2f5","claim":"Moderna, Inc. shareholders approved Election of Elizabeth Tallett as Class III director at the 2024-05-06 meeting.","evidence_excerpt":"By the vote reflected below, the Company’s stockholders elected each of the following individuals to serve as a Class III director for a three-year term expiring at the Company’s 2027 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 Against Abstain Broker Non-Votes Robert Langer 220,067,098 54,371,254 148,729 30,155,098 Elizabeth Nabel, M.D. 266,133,109 8,295,214 158,758 30,155,098 Elizabeth Tallett 258,746,566 15,688,110 152,405 30,155,098","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/0001682852-24-000031-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-05-06"}]},{"claim_id":"a64ab115026c4070ed777cd60f0e50734555f586","claim":"Moderna, Inc. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for year ending December 31, 2024 at the 2024-05-06 meeting.","evidence_excerpt":"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, 2024, with the votes cast as follows: Votes For Votes Against Abstain 302,267,645 1,386,579 1,087,955","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/0001682852-24-000031-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-05-06"}]},{"claim_id":"e2376a4f612e95790f974c9477354577f16c2d42","claim":"Moderna, Inc. shareholders approved Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers at the 2024-05-06 meeting.","evidence_excerpt":"The Company’s stockholders approved, on an advisory basis, the compensation of the named executive officers. The result of the stockholders’ vote with respect to the approval of the compensation of the named executive officers was as follows: Votes For Votes Against Abstain 248,175,284 25,923,518 488,279","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/0001682852-24-000031-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-05-06"}]},{"claim_id":"e7d8fe7416ffb5330022e33815f4af7605d0abf0","claim":"Moderna, Inc. shareholders approved Election of Elizabeth Nabel, M.D. as Class III director at the 2024-05-06 meeting.","evidence_excerpt":"By the vote reflected below, the Company’s stockholders elected each of the following individuals to serve as a Class III director for a three-year term expiring at the Company’s 2027 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 Against Abstain Broker Non-Votes Robert Langer 220,067,098 54,371,254 148,729 30,155,098 Elizabeth Nabel, M.D. 266,133,109 8,295,214 158,758 30,155,098","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/0001682852-24-000031-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-05-06"}]},{"claim_id":"e86eb433c02e08725b3189d093e806fc0d6c0cc5","claim":"Moderna, Inc. shareholders approved Management proposal to approve an amendment to the Amended and Restated Certificate of Incorporation to provide stockholders the right to call a special meeting at the 2024-05-06 meeting.","evidence_excerpt":"Management proposal to approve an amendment to the Amended and Restated Certificate of Incorporation to provide stockholders the right to call a special meeting. The Company’s stockholders approved an amendment to the Charter to provide stockholders the right to call a special meeting, as described in","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/0001682852-24-000031-index.htm","confidence":0.7,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-05-06"}]}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}