8-K filed May 11, 2026, 7:59 PM ET ticker MRNA CIK 0001682852

other material confidence high sentiment neutral materiality 0.20

Moderna amends bylaws for federal forum exclusivity; stockholders re-elect directors

Moderna, Inc.

Board approved bylaw amendment designating federal district courts as exclusive forum for Securities Act claims, effective immediately.
Stockholders re-elected Sandra Horning, M.D. and Abbas Hussain as Class II directors for three-year terms.
Say-on-pay advisory vote passed with 169M for, 90.8M against; company will hold annual advisory votes.
Ratification of Ernst & Young as independent auditor for FY 2026 approved with 298.8M votes for.

item 5.03 item 5.07 item 9.01

Machine-readable event card

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accession: 0001682852-26-000101
form_type: 8-K
ticker: MRNA
cik: 0001682852
company_name: Moderna, Inc.
filed_at: 2026-05-11T23:59:59+00:00
discovered_at: 2026-05-14T18:02:32.731485+00:00
generated_at: 2026-05-14T18:46:17.311403+00:00
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Source-grounded claims

d6ff98b2580a5fc02f29f92fd162086095d53fad

Moderna, Inc.: Amendment to designate federal district courts as exclusive forum for Securities Act claims (effective 2026-05-06).

On May 6, 2026 , the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated By-Laws (the “By-Law Amendment”), effective immediately, to designate the federal district courts of the United States as the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

002469b175cc0da24498ccc584ec809397b42151

Moderna, Inc. shareholders approved Ratification of appointment of independent registered public accounting firm. at the 2026-05-06 meeting.

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, 2026, with the votes cast as follows:

SEC 8-K Item 5.07 confidence 0.95 SEC evidence

68f6ba0fcb869351336b733cee0ecc434cd733ae

Moderna, Inc. shareholders approved Election of Sandra Horning, M.D. as Class II director at the 2026-05-06 meeting.

By the vote reflected below, the Company’s stockholders elected each of the following individuals to serve as a Class II director for a three-year term expiring at the Company’s 2029 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:

SEC 8-K Item 5.07 confidence 0.95 SEC evidence

7b98f69e0f5e635ac5b4cafa5eeddfee049c84b1

Moderna, Inc. shareholders approved Approval, on a non-binding advisory basis, of the frequency of future non-binding advisory votes to approve the compensation of the Company’s named executive officers. at the 2026-05-06 meeting.

The Company’s stockholders voted to hold an advisory vote on the compensation paid to its named executive officers every year.

SEC 8-K Item 5.07 confidence 0.95 SEC evidence

d18ad90ccae38000b357d3bbf74b98668028aae1

Moderna, Inc. shareholders approved Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers. at the 2026-05-06 meeting.

The Company’s stockholders approved, on an advisory basis, the compensation of the named executive officers.

SEC 8-K Item 5.07 confidence 0.95 SEC evidence

e2f45ffb2b4690ca1896e136eeee79dc9bacbcd1

Moderna, Inc. shareholders approved Election of Abbas Hussain as Class II director at the 2026-05-06 meeting.

By the vote reflected below, the Company’s stockholders elected each of the following individuals to serve as a Class II director for a three-year term expiring at the Company’s 2029 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:

SEC 8-K Item 5.07 confidence 0.95 SEC evidence

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This filing

On May 6, 2026 , the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated By-Laws (the “By-Law Amendment”), effective immediately, to designate the federal district courts of the United States as the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum.

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On February 5, 2026, the Board approved the adoption of the Amended and Restated By-Laws of the Company to conform to the Second Amended and Restated Certificate of Incorporation. The Board’s approval of the Amended and Restated By-Laws was contingent upon the stockholders’ approval of the Second Amended and Restated Certificate of Incorporation. The Amended and Restated By-Laws became effective on May 7, 2026.

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This filing

On May 6, 2026 , the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated By-Laws (the “By-Law Amendment”), effective immediately, to designate the federal district courts of the United States as the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum.

Comparable filing

the Board of Directors of the Company amended Section 3.3 of Article III of the Company’s Amended and Restated By-Laws (the “ By-Laws Amendment ”) to permit the removal of a director with or without cause by the affirmative vote of two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a meeting of shareholders duly called for such purpose. The effective date of the By-Laws Amendment is May 8, 2026.

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On May 6, 2026 , the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated By-Laws (the “By-Law Amendment”), effective immediately, to designate the federal district courts of the United States as the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum.

Comparable filing

on May 6, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation that sets forth the Amendment (the “Certificate of Amendment”).

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This filing

On May 6, 2026 , the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated By-Laws (the “By-Law Amendment”), effective immediately, to designate the federal district courts of the United States as the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum.

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The Amended and Restated Articles were effective on May 6, 2026.

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On May 6, 2026 , the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated By-Laws (the “By-Law Amendment”), effective immediately, to designate the federal district courts of the United States as the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum.

Comparable filing

(ii) Section 8.01 of Article VIII of the Company’s By-Laws were amended by replacing the 80% supermajority vote requirement with a majority vote requirement.

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This filing

On May 6, 2026 , the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated By-Laws (the “By-Law Amendment”), effective immediately, to designate the federal district courts of the United States as the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum.

Comparable filing

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On May 6, 2026 , the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated By-Laws (the “By-Law Amendment”), effective immediately, to designate the federal district courts of the United States as the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum.

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On May 6, 2026 , the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated By-Laws (the “By-Law Amendment”), effective immediately, to designate the federal district courts of the United States as the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum.

Comparable filing

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Filing page SEC filing

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