Moderna (MRNA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 6, 2026, to be held virtually, with a record date of March 9, 2026.

• 2025 revenue was $1.9 billion, with $8.1 billion in cash and investments at year-end.

• Achieved $2.2 billion in annual cost savings, a 30% reduction from 2024.

• Strategic priorities include sales growth, cost efficiency, pipeline execution, and advancing platform technology.

• Board provided oversight on commercial execution, pipeline advancement, cost management, and capital allocation.

Voting matters and shareholder proposals

• Election of two Class II directors for three-year terms.

• Advisory vote to approve executive compensation (say-on-pay).

• Advisory vote on the frequency of future say-on-pay votes, with Board recommending annual votes.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board consists of nine members, reducing to eight after the meeting.

• Eight of nine directors are independent; three are women and three identify as racially or ethnically diverse.

• Board has a staggered structure for stability and continuity.

• Four standing committees: Audit, Compensation and Talent, Nominating and Corporate Governance, Product and Technology.

• Board succession planning and director recruitment are ongoing priorities.