Novavax (NVAX) Proxy filing summary

Executive summary

• Achieved $1.1B in 2025 revenue, reduced R&D and SG&A expenses by 42% from 2024, and ended 2025 with $857M in cash and a 40% reduction in total liabilities.

• Advanced strategic partnerships, notably with Sanofi, achieving all $225M in milestones and expanding Matrix-M adjuvant applications.

• Streamlined operations, improved financial stability, and positioned for long-term growth through R&D innovation and cost management.

Voting matters and shareholder proposals

• Election of three Class I directors for three-year terms.

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

• Amendment of the 2015 Stock Incentive Plan to add 9,400,000 shares.

• Amendment of the ESPP to add 1,000,000 shares, with a new cap structure.

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

Board of directors and corporate governance

• Board consists of nine members, 89% independent, with a mix of industry, scientific, and financial expertise.

• Separate CEO and Chairman roles; five fully independent standing committees.

• Annual board and committee self-evaluations, majority voting, and no poison pill.

• Stockholder engagement program and transparent governance disclosures.