--- schema_version: "secwatch.filing_event.v1" 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" generated_at: "2026-05-14T18:46:17.311403+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.2 calibrated_materiality_score: 0.2 confidence: "high" source: SEC EDGAR --- # Moderna amends bylaws for federal forum exclusivity; stockholders re-elect directors ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.2 - calibrated_materiality_score: 0.2 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1682852/000168285226000101/0001682852-26-000101-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1682852/000168285226000101/mrna-20260506.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001682852-26-000101 - JSON: https://secwatch.observer/filing/0001682852-26-000101.json - Plain text: https://secwatch.observer/filing/0001682852-26-000101.txt ## Source-grounded claims - claim_id: d6ff98b2580a5fc02f29f92fd162086095d53fad claim: Moderna, Inc.: Amendment to designate federal district courts as exclusive forum for Securities Act claims (effective 2026-05-06). evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1682852/000168285226000101/0001682852-26-000101-index.htm - claim_id: 002469b175cc0da24498ccc584ec809397b42151 claim: Moderna, Inc. shareholders approved Ratification of appointment of independent registered public accounting firm. at the 2026-05-06 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, 2026, with the votes cast as follows: evidence_url: https://www.sec.gov/Archives/edgar/data/1682852/000168285226000101/0001682852-26-000101-index.htm - claim_id: 68f6ba0fcb869351336b733cee0ecc434cd733ae claim: Moderna, Inc. shareholders approved Election of Sandra Horning, M.D. as Class II director at the 2026-05-06 meeting. evidence_excerpt: By the vote reflected below, the Company’s stockholders elected each of the following individuals to serve as a Class 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: evidence_url: https://www.sec.gov/Archives/edgar/data/1682852/000168285226000101/0001682852-26-000101-index.htm - claim_id: 7b98f69e0f5e635ac5b4cafa5eeddfee049c84b1 claim: 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. evidence_excerpt: The Company’s stockholders voted to hold an advisory vote on the compensation paid to its named executive officers every year. evidence_url: https://www.sec.gov/Archives/edgar/data/1682852/000168285226000101/0001682852-26-000101-index.htm - claim_id: d18ad90ccae38000b357d3bbf74b98668028aae1 claim: 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. evidence_excerpt: The Company’s stockholders approved, on an advisory basis, the compensation of the named executive officers. evidence_url: https://www.sec.gov/Archives/edgar/data/1682852/000168285226000101/0001682852-26-000101-index.htm - claim_id: e2f45ffb2b4690ca1896e136eeee79dc9bacbcd1 claim: Moderna, Inc. shareholders approved Election of Abbas Hussain as Class II director at the 2026-05-06 meeting. evidence_excerpt: By the vote reflected below, the Company’s stockholders elected each of the following individuals to serve as a Class 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: evidence_url: https://www.sec.gov/Archives/edgar/data/1682852/000168285226000101/0001682852-26-000101-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.