Moderna Shareholders OK Directors, Executive Pay Votes and Ernst & Young as 2026 Auditor at AGM

Key Points

• At the May 6, 2026 AGM shareholders re-elected Sandra Horning and Abbas Hussain as Class 2 directors, with a quorum confirmed and both receiving the requisite votes.
• Shareholders approved the non-binding advisory vote on executive compensation and voted to hold such advisory compensation votes every year (one-year frequency).
• The appointment of Ernst & Young as Moderna’s independent registered public accounting firm for 2026 was ratified, and final voting results will be reported on a Form 8-K.

Moderna NASDAQ: MRNA shareholders approved all four management proposals at the company’s 2026 Annual Meeting of Shareholders, including the re-election of two directors, advisory votes related to executive compensation, and the ratification of Ernst & Young as the company’s independent auditor for 2026.

Noubar Afeyan, Moderna’s chairman of the board, opened the May 6, 2026 meeting and introduced executives and directors participating in person and virtually, including CEO Stéphane Bancel. Afeyan also noted that Chris Pereira, the lead partner for Ernst & Young, was present and available to respond to appropriate questions.

Meeting procedures and quorum

Shannon Thyme Klinger, Moderna’s chief legal officer and corporate secretary, reported that a list of shareholders of record as of March 9, 2026 had been maintained and made available for inspection in accordance with Delaware law. Klinger also cited an affidavit stating that beginning March 16, 2026, the company’s Form 10-K, annual meeting notice, proxy statement, and proxy card were mailed to shareholders of record designated to receive full-set delivery.

Jennifer Borden was introduced as inspector of election. Klinger said the inspector had confirmed that proxies were received for at least a majority of the shares outstanding on the record date, constituting a quorum.

Klinger reviewed voting procedures, explaining that shareholders could vote by proxy or virtual ballot, and that submitting a virtual ballot would revoke prior proxies. “Each share of common stock is entitled to one vote,” she said.

Four proposals presented to shareholders

Afeyan outlined four matters on the agenda:

• Election of directors
• A non-binding advisory vote to approve executive compensation
• A non-binding advisory vote on the frequency of future executive compensation advisory votes
• Ratification of Ernst & Young as independent registered public accounting firm for the year ending Dec. 31, 2026

For the director election (Proposal 1), the board nominated Sandra Horning and Abbas Hussain as Class 2 directors to serve until the 2029 annual meeting “and until their successors are duly elected and qualified or such directors' earlier death, resignation, or removal,” according to Afeyan. He said both were current board members who had consented to serve if elected. Afeyan added that no other individuals were nominated under the company’s bylaws and that the board unanimously recommended shareholders vote in favor of both nominees.

On Proposal 2, Afeyan said the company was providing shareholders a required opportunity under Section 14A of the Exchange Act to approve executive compensation on a non-binding advisory basis, as described in the proxy statement. The board unanimously recommended a vote in favor.

On Proposal 3, Afeyan said the board unanimously recommended shareholders vote for holding the advisory compensation vote every one year.

On Proposal 4, Afeyan said ratification of Ernst & Young required a majority of votes properly cast, and that if shareholders did not ratify the appointment, the company would review its future appointment of the audit firm.

Voting results: directors elected; compensation votes approved

After voting closed at 8:07 a.m. on May 6, 2026, Klinger reported preliminary results from the inspector of election.

For Proposal 1, Klinger said Horning and Hussain “received the requisite number of votes in favor of their election,” and each was elected as a Class 2 director.

For Proposal 2, Klinger said the advisory vote to approve compensation of Moderna’s named executive officers “has received the requisite number of votes in favor,” and was approved.

For Proposal 3, Klinger said shareholders approved a one-year frequency for future advisory votes on executive compensation.

Ernst & Young ratified; final results to be filed on Form 8-K

Klinger said Proposal 4, ratification of Ernst & Young as the company’s independent registered public accounting firm for the year ending Dec. 31, 2026, received the requisite votes in favor and was ratified.

Klinger noted that final voting results would be set forth in the inspector’s report and included in the minutes, and that Moderna would report final voting results on a Form 8-K filed with the SEC within four business days.

Afeyan declared that all management proposals had been approved and congratulated Horning and Hussain on their re-election. He also said the company had solicited questions in advance of the meeting but “did not receive any that are germane to the business of the annual meeting.” The meeting was then adjourned.

About Moderna NASDAQ: MRNA

Moderna, Inc is a biotechnology company headquartered in Cambridge, Massachusetts, specializing in messenger RNA (mRNA) therapeutics and vaccines. The company's platform leverages synthetic mRNA to instruct cells to produce proteins that can prevent or treat diseases. Since its founding in 2010, Moderna has advanced from early-stage research into a broad pipeline of vaccine and therapeutic candidates designed to address infectious diseases, rare genetic disorders and chronic illnesses.

Moderna's flagship product is its mRNA-based COVID-19 vaccine, which was the first of its kind to receive emergency use authorization and later full approval in multiple jurisdictions.

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