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.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Moderna, Inc.: Amendment to designate federal district courts as exclusive forum for Securities Act claims (effective 2026-05-06).
- Change
- bylaw amendment
- Effective
- 2026-05-06
Exact text from the 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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Moderna, Inc. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for year ending December 31, 2026 at the 2026-05-06 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-06
Exact text from the filing
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: Votes For Votes Against Abstain 298,823,277 3,406,479 285,923
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Moderna, Inc. shareholders approved Election of Class II directors for a three-year term expiring at the 2029 Annual Meeting at the 2026-05-06 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-05-06
Exact text from the filing
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: Votes For Votes Against Abstain Broker Non-Votes Sandra Horning, M.D. 210,914,932 49,357,015 331,868 41,911,864 Abbas Hussain 256,398,374 4,015,044 190,397 41,911,864
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
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.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2026-05-06
Exact text from the filing
The results of the stockholders’ vote to hold an advisory vote to determine the frequency of future stockholder advisory votes on the compensation paid to the Company’s named executive officers were as follows: 1 year 2 years 3 years Abstain 259,590,666 113,043 618,688 281,418
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
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.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-05-06
Exact text from the filing
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 169,401,841 90,761,924 440,050 There were 41,911,864 broker non-votes on the proposal.
View on SEC.gov
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