--- 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" generated_at: "2026-06-02T06:22:05.181892+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Moderna shareholders approve special meeting right and officer exculpation amendments ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.03, 5.07, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001682852-24-000031 - JSON: https://secwatch.observer/filing/0001682852-24-000031.json - Plain text: https://secwatch.observer/filing/0001682852-24-000031.txt ## Key facts - Governance Changes 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). - Change: bylaw amendment - Effective: 2024-05-08 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/0001682852-24-000031-index.htm - Governance Changes 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). - Change: charter amendment - Effective: 2024-05-08 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/0001682852-24-000031-index.htm - Governance Changes Moderna, Inc.: Amended certificate of incorporation to provide for exculpation of executive officers as permitted under Delaware law (effective 2024-05-08). - Change: charter amendment - Effective: 2024-05-08 source text: (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_url: https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/0001682852-24-000031-index.htm - Shareholder Votes Moderna, Inc. shareholders approved Election of Robert Langer as Class III director at the 2024-05-06 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-06 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/0001682852-24-000031-index.htm - Shareholder Votes Moderna, Inc. shareholders approved Election of Elizabeth Tallett as Class III director at the 2024-05-06 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-06 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/0001682852-24-000031-index.htm - Shareholder Votes 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. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-05-06 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/0001682852-24-000031-index.htm - Shareholder Votes 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. - Proposal: say on pay - Outcome: passed - Meeting: 2024-05-06 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/0001682852-24-000031-index.htm - Shareholder Votes Moderna, Inc. shareholders approved Election of Elizabeth Nabel, M.D. as Class III director at the 2024-05-06 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-06 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/0001682852-24-000031-index.htm - Shareholder Votes 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. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-05-06 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1682852/000168285224000031/0001682852-24-000031-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.