Moderna (MRNA) Proxy Filing summary

Voting matters and shareholder proposals

• Election of two Class II director nominees, Sandra Horning, M.D. and Abbas Hussain, for three-year terms expiring at the 2029 annual meeting.

• Advisory vote to approve the compensation of named executive officers.

• Advisory vote on the frequency of future say-on-pay votes, with a recommendation for annual votes.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026.

• Proxy holders may vote on other business that may properly come before the meeting.

Board of directors and corporate governance

• Two director nominees are up for election to serve until the 2029 annual meeting or until successors are elected.

Executive compensation and say-on-pay

• Advisory vote to approve executive compensation is included on the ballot.

• Advisory vote on the frequency of future say-on-pay votes, with a recommendation for annual votes.