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NVAX > SEC Filings for NVAX > Form 8-K on 18-Jun-2014All Recent SEC Filings

Show all filings for NOVAVAX INC

Form 8-K for NOVAVAX INC


Change in Directors or Principal Officers, Submission of Matters to a Vote of Securit

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 12, 2014, John O. Marsh, Jr., J.D. stepped down from his position as a member of the Board of Directors ("Board") of Novavax, Inc. (the "Company"), all other directorships held with the Company, and his positions as member of each of the Company's Compensation Committee and Nominating and Corporate Governance Committee. Additionally, in recognition of his 23 years of service, the Nominating and Corporate Governance Committee recommended to the Board and the Board accepted such recommendation to bestow upon Mr. Marsh the honorary title of Director Emeritus. As Director Emeritus, Mr. Marsh will consult with the Company and the Board and be invited to attend meetings of the Board, but will not be entitled to vote on any matter presented to the Board. As consideration for his services as Director Emeritus Mr. Marsh will receive an annual option grant of 10,000 shares of common stock of the Company beginning in 2015 and $10,000 per year, payable quarterly. The Company and the Board thank Mr. Marsh for his many years of dedicated service.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders of the Company was held on June 12, 2014. Only stockholders of record as of April 16, 2014 (the "Record Date") were entitled to vote at the annual meeting. As of the Record Date, there were 209,257,750 shares outstanding and entitled to vote at the annual meeting, of which 168,969,128 shares were represented by proxy, constituting a quorum on all matters voted upon. The stockholders voted on the following matters:

Proposal 1: Stockholders elected the following Class I nominees for director, each to serve until the 2017 Annual Meeting of Stockholders or until his successor is duly elected and qualified:

Name For Withheld Broker Non-Votes Stanley C. Erck 102,032,453 762,847 66,173,828 Rajiv I. Modi, Ph.D. 95,391,704 7,403,596 66,173,828

Proposal 2: Stockholders approved, on an advisory basis, the compensation paid to our principal executive officer, principal financial officer, and three other most highly compensated individuals serving as executive officers on December 31, 2013:

For Against Abstaining Broker Non-Votes 98,186,521 1,783,330 2,825,449 66,173,828

Proposal 3: Stockholders approved an amendment to the Company's 2005 Stock Incentive Plan to increase the number of shares of common stock available for issuance by 4,000,000 million shares:

For Against Abstaining Broker Non-Votes 97,141,728 5,398,131 255,421 66,173,828

Proposal 4: Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014:

For Against Abstaining
167,707,645 803,884 457,599

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