Novavax (NVAX) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 18, 2026, with virtual participation available for shareholders.

• Shareholders are encouraged to review proxy materials and vote by June 17, 2026.

Voting matters and shareholder proposals

• Election of three Class I directors for three-year terms expiring at the 2029 annual meeting.

• Advisory vote on the compensation of named executive officers (say-on-pay).

• Proposal to amend and restate the 2015 Stock Incentive Plan to increase available shares by 9,400,000.

• Proposal to amend and restate the 2013 Employee Stock Purchase Plan to increase available shares by 1,000,000, with future annual increases.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

Board of directors and corporate governance

• Nominees for director positions are John C. Jacobs, Gregg H. Alton, J.D., and Richard J. Rodgers.