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Moderna, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Moderna, Inc.’s Form 8-K, filed 2026-05-11 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 16Reported items
  • 701Asset managers
  • 5,550Fund votes
  • 2026-05-06Main meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Moderna, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Moderna, Inc.

These tallies are Moderna, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2026-05-11 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX. Moderna, Inc. reported 2 meetings in this season; each is tabulated separately below, with its own filing.

Moderna, Inc. — official shareholder meeting results, meeting held 2026-05-06 (Form 8-K, filed 2026-05-11)
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Sandra Horning, M.D. 210,914,93249,357,015331,868 --41,911,864 Majority: yes
Elect Director: Abbas Hussain 256,398,3744,015,044190,397 --41,911,864 Majority: yes
Proposal 2. Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers. 169,401,84190,761,924440,050 ---- Majority: yes
There were 41,911,864 broker non-votes on the proposal. Proposal 3. 298,823,2773,406,479285,923 ---- Majority: yes

Source: Moderna, Inc., Form 8-K, filed with the SEC on 2026-05-11 — read the filing on EDGAR.

Moderna, Inc. — official shareholder meeting results, meeting held 2025-11-12 (Form 8-K, filed 2025-11-13)
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Proposal 2. Approval of adjournment of the Special Meeting to a later date or dates, if necessary. 223,991,05913,198,386277,281 ---- Majority: yes

Source: Moderna, Inc., Form 8-K, filed with the SEC on 2025-11-13 — read the filing on EDGAR.

How asset managers voted at the Moderna, Inc. 2025-2026 meetings

Each item below shows how the 701 asset managers that disclosed a Moderna, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Moderna, Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. To approve, on a non-binding, advisory basis, the compensation of our named executive officers.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2026-05-06.

Combines 21 wordings of this item as funds reported it.

65% Majority: yes · of votes cast

FOR 65%AGAINST 35%
FOR: 169,401,841AGAINST: 90,761,924

Moderna, Inc.’s own tally for this item (“Proposal 2. Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers.”): 169,401,841 for, 90,761,924 against, per its Form 8-K filed 2026-05-11 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 397,000,000 outstanding shares: 43% for, 23% against (66% of the company cast a for/against vote).

The 682 asset managers below cast 59% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR 59%AGAINST 41%
FOR: 59.3%AGAINST: 40.6%ABSTAIN: 0.1%SPLIT: 0.0%NOT VOTED: 0.0%UNKNOWN: 0.0%
Largest asset managers voting on “To approve, on a non-binding, advisory basis, the compensation of our named executive officers.” at Moderna, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Fidelity80,208,56539,698 00For
Vanguard24,446,81227,714,731 10Against
Capital Group036,902,300 00Against
BlackRock11,327,5183,091,134 00For
BAILLIE GIFFORD OVERSEAS LTD9,529,1350 00For
Charles Schwab3,3879,504,047 00Against
BAILLIE GIFFORD & CO LTD9,278,2620 00For
State Street8,592,623159,003 00For
Theleme Partners LLP7,834,9120 00For
GEODE CAPITAL MANAGEMENT, LLC5,967,9490 00For
Flagship Pioneering, LLC4,632,1490 00For
Federated Hermes03,267,989 00Against
Invesco02,444,943 00Against
First Trust1,4082,428,995 00Against
PARAMETRIC PORTFOLIO ASSOCIATES LLC02,218,046 00Against
Wellington02,164,585 00Against
Goldman Sachs2,096,59646,467 00For
Northern Trust02,070,361 00Against
T. Rowe Price02,057,404 00Against
UBS01,101,435 00Against
Amundi0885,010 00Against
Nuveen0801,213 00Against
TIAA0747,029 00Against
RBC Capital Markets, LLC0741,433 00Against
LETKO, BROSSEAU & ASSOCIATES INC0707,314 00Against

Showing the 25 largest of 682 asset managers. See all 682 in the interactive database.

2. To approve, on a non-binding, advisory basis, the frequency of future non-binding advisory votes to approve the compensation of our named executive officers.

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2026-05-06.

Combines 8 wordings of this item as funds reported it.

20% fund support · no official result

ONE YEAR 72%1 YEAR 20%

The 640 asset managers below cast 20% of the shares they voted on this item FOR (64,544 for, 253,984 against).

FOR: 64,544 (0.0%)AGAINST: 253,984 (0.1%)ABSTAIN: 60,783 (0.0%)ONE YEAR: 200,233,216 (72.4%)1 YEAR: 56,234,427 (20.3%)1YR: 18,631,913 (6.7%)1-YEAR: 602,192 (0.2%)THREE YEARS: 395,547 (0.1%)3 YEARS: 69,536 (0.0%)1.0: 40,381 (0.0%)NOT VOTED: 13,451 (0.0%)2 YEARS: 2,571 (0.0%)1: 781 (0.0%)TWO YEARS: 410 (0.0%)SHARES YEAR 1: 325 (0.0%)2 YEAR: 215 (0.0%)3.0: 2 (0.0%)
Largest asset managers voting on “To approve, on a non-binding, advisory basis, the frequency of future non-binding advisory votes to approve th” at Moderna, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Fidelity00 00One Year
Vanguard00 10One Year
Capital Group00 001Yr
BlackRock00 001 Year
BAILLIE GIFFORD OVERSEAS LTD00 001 Year
Charles Schwab00 001 Year
BAILLIE GIFFORD & CO LTD00 001 Year
State Street00 00One Year
Theleme Partners LLP00 00One Year
GEODE CAPITAL MANAGEMENT, LLC00 00One Year
Federated Hermes00 001 Year
Invesco00 00One Year
First Trust610 00One Year
PARAMETRIC PORTFOLIO ASSOCIATES LLC00 00One Year
Wellington00 001 Year
Goldman Sachs00 00One Year
Northern Trust00 001 Year
T. Rowe Price00 00One Year
UBS00 00One Year
Amundi00 00One Year
Nuveen00 00One Year
TIAA00 00One Year
RBC Capital Markets, LLC00 00One Year
LETKO, BROSSEAU & ASSOCIATES INC00 001 Year
John Hancock00 00One Year

Showing the 25 largest of 640 asset managers. See all 640 in the interactive database.

3. To elect two Class II director nominees set forth in the proxy statement, each to serve for a three-year term expiring at the 2029 annual meeting of stockholders and until his or her other respective successor is duly elected and qualified or such director's earlier death, resignation or removal: Abbas Hussain

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-05-06.

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 256,398,374AGAINST: 4,015,044

Moderna, Inc.’s own tally for this item (“Elect Director: Abbas Hussain”): 256,398,374 for, 4,015,044 against, per its Form 8-K filed 2026-05-11 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 397,000,000 outstanding shares: 65% for, 1% against (66% of the company cast a for/against vote).

The 114 asset managers below cast 99.8% of the shares they voted on this item FOR (135,696,750 for, 221,931 against).

FOR 99.8%
FOR: 135,696,750 (99.8%)AGAINST: 221,931 (0.2%)ABSTAIN: 48,002 (0.0%)NOT VOTED: 265 (0.0%)
Largest asset managers voting on “To elect two Class II director nominees set forth in the proxy statement, each to serve for a three-year term ” at Moderna, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard49,030,61017 10For
Fidelity38,386,1780 00For
Capital Group18,269,1740 00For
BlackRock8,484,5310 00For
State Street5,691,6130 00For
Charles Schwab4,724,1520 00For
First Trust2,405,0450 00For
Federated Hermes1,449,8600 00For
Invesco1,110,3220 00For
T. Rowe Price854,9710 00For
TIAA746,6830 00For
Equitable139,538162,644 00Against
Voya297,6900 00For
John Hancock286,506555 00For
Jackson National221,06513,916 00For
Goldman Sachs234,2810 00For
Russell Investments233,0090 00For
MASTER INVESTMENT PORTFOLIO224,0500 00For
PIMCO198,3180 00For
AIG/SunAmerica193,0000 00For
Empower164,8560 00For
ProShares155,1340 00For
Lincoln Financial129,26316,540 00For
Direxion Shares ETF Trust144,9890 00For
Gateway Trust138,7800 00For

Showing the 25 largest of 114 asset managers. See all 114 in the interactive database.

4. To elect two Class II director nominees set forth in the proxy statement, each to serve for a three-year term expiring at the 2029 annual meeting of stockholders and until his or her other respective successor is duly elected and qualified or such director's earlier death, resignation or removal: Sandra Horning, M.D.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-05-06.

Combines 9 wordings of this item as funds reported it.

81% Majority: yes · of votes cast

FOR 81%AGAINST 19%
FOR: 210,914,932AGAINST: 49,357,015

Moderna, Inc.’s own tally for this item (“Elect Director: Sandra Horning, M.D.”): 210,914,932 for, 49,357,015 against, per its Form 8-K filed 2026-05-11 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 397,000,000 outstanding shares: 53.1% for, 12% against (66% of the company cast a for/against vote).

The 114 asset managers below cast 85% of the shares they voted on this item FOR (115,809,901 for, 20,108,779 against).

FOR 85%AGAINST 15%
FOR: 115,809,901 (85.2%)AGAINST: 20,108,779 (14.8%)ABSTAIN: 48,002 (0.0%)NOT VOTED: 265 (0.0%)
Largest asset managers voting on “To elect two Class II director nominees set forth in the proxy statement, each to serve for a three-year term ” at Moderna, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard48,973,82156,805 10For
Fidelity38,188,283197,895 00For
Capital Group18,269,1740 00For
BlackRock4,4118,480,120 00Against
State Street11,4085,680,205 00Against
Charles Schwab4,724,1520 00For
First Trust02,405,045 00Against
Federated Hermes1,449,8600 00For
Invesco1,110,3220 00For
T. Rowe Price854,9710 00For
TIAA746,6830 00For
Equitable49,041253,141 00Against
Voya0297,690 00Against
John Hancock18,039269,022 00Against
Jackson National0234,981 00Against
Goldman Sachs234,2810 00For
Russell Investments233,0090 00For
MASTER INVESTMENT PORTFOLIO0224,050 00Against
PIMCO0198,318 00Against
AIG/SunAmerica0193,000 00Against
Empower104,92959,927 00For
ProShares0155,134 00Against
Lincoln Financial20,075125,728 00Against
Direxion Shares ETF Trust0144,989 00Against
Gateway Trust0138,780 00Against

Showing the 25 largest of 114 asset managers. See all 114 in the interactive database.

5. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2026.

AUDIT-RELATED

Meeting held 2026-05-06.

Combines 3 wordings of this item as funds reported it.

99.9% fund support · no official result

FOR 99.9%

The 109 asset managers below cast 99.9% of the shares they voted on this item FOR (135,709,643 for, 12,968 against).

FOR: 135,709,643 (100.0%)AGAINST: 12,968 (0.0%)ABSTAIN: 48,001 (0.0%)NOT VOTED: 265 (0.0%)
Largest asset managers voting on “TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YE” at Moderna, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard49,030,6189 00For
Fidelity38,386,1780 00For
Capital Group18,269,1740 00For
BlackRock8,484,5310 00For
State Street5,691,466147 00For
Charles Schwab4,724,1520 00For
First Trust2,405,0450 00For
Federated Hermes1,449,8600 00For
Invesco1,110,3220 00For
T. Rowe Price854,9710 00For
TIAA746,6830 00For
Equitable302,1820 00For
Voya297,6900 00For
John Hancock287,0610 00For
Jackson National234,9810 00For
Goldman Sachs234,2810 00For
Russell Investments233,0090 00For
MASTER INVESTMENT PORTFOLIO224,0500 00For
PIMCO185,61012,708 00For
AIG/SunAmerica193,0000 00For
ProShares155,1340 00For
Direxion Shares ETF Trust144,9890 00For
Gateway Trust138,7800 00For
Lincoln Financial129,5580 00For
Calvert123,8790 00For

Showing the 25 largest of 109 asset managers. See all 109 in the interactive database.

6. To approve a one-time stock option exchange program for non-Executive Committee employees of Moderna, Inc. (the "Option Exchange Proposal")

COMPENSATION

Meeting held 2025-11-12.

Combines 8 wordings of this item as funds reported it.

98% fund support · no official result

FOR 98%

The 108 asset managers below cast 98% of the shares they voted on this item FOR (90,334,953 for, 2,226,957 against).

FOR: 90,334,953 (97.6%)AGAINST: 2,226,957 (2.4%)NOT VOTED: 273 (0.0%)
Largest asset managers voting on “To approve a one-time stock option exchange program for non-Executive Committee employees of Moderna, Inc. (th” at Moderna, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard48,461,6232 00For
BlackRock12,174,9080 00For
Fidelity10,996,3090 00For
State Street6,433,1240 00For
Charles Schwab4,292,2390 00For
Federated Hermes02,201,822 00Against
Invesco1,529,2340 00For
First Trust1,012,3080 00For
TIAA697,5920 00For
MASTER INVESTMENT PORTFOLIO568,3760 00For
Direxion Shares ETF Trust281,0450 00For
John Hancock277,4730 00For
Equitable268,8060 00For
Jackson National263,5850 00For
VanEck ETF Trust263,5560 00For
T. Rowe Price225,5550 00For
Nationwide220,5930 00For
AIG/SunAmerica161,0200 00For
ProShares150,4320 00For
Calvert123,9860 00For
Blackstone Alternative Investment Funds93,3000 00For
Lincoln Financial89,4100 00For
Northern Trust81,4520 00For
Global X80,4140 00For
BNY Mellon76,5650 00For

Showing the 25 largest of 108 asset managers. See all 108 in the interactive database.

7. To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Option Exchange Proposal (the "Adjournment Proposal").

CORPORATE GOVERNANCEMajority of the votes cast: yes

Meeting held 2025-11-12.

Combines 7 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 223,991,059AGAINST: 13,198,386

Moderna, Inc.’s own tally for this item (“Proposal 2. Approval of adjournment of the Special Meeting to a later date or dates, if necessary.”): 223,991,059 for, 13,198,386 against, per its Form 8-K filed 2025-11-13 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 397,000,000 outstanding shares: 56% for, 3% against (60% of the company cast a for/against vote).

The 104 asset managers below cast 93% of the shares they voted on this item FOR (85,780,597 for, 6,741,664 against).

FOR 93%7%
FOR: 85,780,597 (92.7%)AGAINST: 6,741,664 (7.3%)ABSTAIN: 24,589 (0.0%)NOT VOTED: 273 (0.0%)
Largest asset managers voting on “To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to” at Moderna, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard48,461,6214 00For
BlackRock12,174,9080 00For
Fidelity10,996,3090 00For
State Street19,1966,413,928 00Against
Charles Schwab4,292,2390 00For
Federated Hermes2,201,8220 00For
Invesco1,529,2340 00For
First Trust1,012,3080 00For
TIAA697,5920 00For
MASTER INVESTMENT PORTFOLIO568,3760 00For
Direxion Shares ETF Trust281,0450 00For
John Hancock277,4730 00For
Equitable268,8060 00For
Jackson National263,5850 00For
VanEck ETF Trust263,5560 00For
T. Rowe Price0225,555 00Against
Nationwide220,5930 00For
AIG/SunAmerica161,0200 00For
ProShares150,4320 00For
Calvert123,9860 00For
Blackstone Alternative Investment Funds93,3000 00For
Lincoln Financial12,71076,700 00Against
Northern Trust81,4520 00For
Global X80,4140 00For
BNY Mellon76,5650 00For

Showing the 25 largest of 104 asset managers. See all 104 in the interactive database.

8. Advisory Vote on Say on Pay Frequency

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2026-05-06.

100% fund support · no official result

ONE YEAR 72%1 YEAR 24%

The 12 asset managers below cast 100% of the shares they voted on this item FOR (16,245 for, 0 against).

FOR: 16,245 (3.4%)ONE YEAR: 350,169 (72.4%)1 YEAR: 117,097 (24.2%)1: 210 (0.0%)
Largest asset managers voting on “Advisory Vote on Say on Pay Frequency” at Moderna, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Empower00 00One Year
Eversept Partners, LP00 00One Year
BlackRock00 001 Year
APG Asset Management US Inc.00 00One Year
Lincoln Financial16,2450 00For
CLEARWATER INVESTMENT TRUST00 00One Year
TD Waterhouse Canada Inc.00 00One Year
Mowery & Schoenfeld Wealth Management, LLC00 001 Year
Convergence Investment Partners, LLC00 001
Arjuna Capital00 001 Year
Wilshire Advisors LLC00 00One Year
Coyle Financial Counsel LLC00 001 Year

9. 14A Executive Compensation Vote Frequency

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2026-05-06.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 62%1 YEAR 38%

The 6 asset managers below cast 100% of the shares they voted on this item FOR (729 for, 0 against).

FOR: 729 (61.8%)1 YEAR: 450 (38.2%)
Largest asset managers voting on “14A Executive Compensation Vote Frequency” at Moderna, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
MARCO INVESTMENT MANAGEMENT LLC3400 00For
Baker Avenue Asset Management, LP00 001 Year
COURIER CAPITAL LLC2890 00For
LEAVELL INVESTMENT MANAGEMENT, INC.00 001 Year
OLD SECOND NATIONAL BANK OF AURORA1000 00For
McGowan Group Asset Management, Inc.00 001 Year

10. To approve, on a non-binding, advisory basis, the compensation of our named executive officers.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-04-30 (outside the 2025-2026 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

77% Majority: yes · of votes cast

FOR 77%AGAINST 23%
FOR: 192,290,267AGAINST: 56,521,269

Moderna, Inc.’s own tally for this item (“Proposal 2. Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers.”): 192,290,267 for, 56,521,269 against, per its Form 8-K filed 2025-05-05 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 397,000,000 outstanding shares: 48.4% for, 14% against (63% of the company cast a for/against vote).

The 4 asset managers below cast 0.6% of the shares they voted on this item FOR (126 for, 24,700 against).

AGAINST 99.4%
FOR: 126 (0.5%)AGAINST: 24,700 (99.5%)
Largest asset managers voting on “To approve, on a non-binding, advisory basis, the compensation of our named executive officers.” at Moderna, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
OSSIAM014,832 00Against
Investment Management Corp of Ontario09,868 00Against
OSBORNE PARTNERS CAPITAL MANAGEMENT, LLC1160 00For
NORRIS PERNE & FRENCH LLP/MI100 00For

11. Adjourn Meeting

CORPORATE GOVERNANCE

Meeting held 2025-11-12.

100% fund support · no official result

FOR 100%

The 4 asset managers below cast 100% of the shares they voted on this item FOR (115,320 for, 0 against).

FOR: 115,320 (100.0%)
Largest asset managers voting on “Adjourn Meeting” at Moderna, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Empower80,6610 00For
HC CAPITAL TRUST19,2530 00For
CLEARWATER INVESTMENT TRUST9,7000 00For
JPMorgan5,7060 00For

12. Approve Stock Option Exchange Program

CAPITAL STRUCTURE

Meeting held 2025-11-12.

100% fund support · no official result

FOR 100%

The 4 asset managers below cast 100% of the shares they voted on this item FOR (115,320 for, 0 against).

FOR: 115,320 (100.0%)
Largest asset managers voting on “Approve Stock Option Exchange Program” at Moderna, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Empower80,6610 00For
HC CAPITAL TRUST19,2530 00For
CLEARWATER INVESTMENT TRUST9,7000 00For
JPMorgan5,7060 00For

13. Ratify Ernst & Young LLP as Auditors

AUDIT-RELATED

Meeting held 2026-05-06.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (192,986 for, 0 against).

FOR: 192,986 (100.0%)
Largest asset managers voting on “Ratify Ernst & Young LLP as Auditors” at Moderna, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Empower164,8560 00For
Lincoln Financial16,2450 00For
CLEARWATER INVESTMENT TRUST11,8850 00For

14. Advisory vote on frequency of future say-on-pay votes

COMPENSATION

Meeting held 2026-05-06.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (46 for, 0 against).

FOR: 46 (100.0%)
Largest asset managers voting on “Advisory vote on frequency of future say-on-pay votes” at Moderna, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Orca Wealth Management, LLC460 00For
Spinnaker ETF Series00 00--

15. Say on pay

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2026-05-06.

65% Majority: yes · of votes cast

FOR 65%AGAINST 35%
FOR: 169,401,841AGAINST: 90,761,924

Moderna, Inc.’s own tally for this item (“Proposal 2. Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers.”): 169,401,841 for, 90,761,924 against, per its Form 8-K filed 2026-05-11 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 397,000,000 outstanding shares: 43% for, 23% against (66% of the company cast a for/against vote).

The 2 asset managers below cast 18% of the shares they voted on this item FOR (100 for, 461 against).

FOR 18%AGAINST 82%
FOR: 100 (17.8%)AGAINST: 461 (82.2%)
Largest asset managers voting on “Say on pay” at Moderna, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Empower0461 00Against
CHELSEA COUNSEL CO1000 00For

16. Ratify Appointment of Independent Auditors

AUDIT-RELATED

Meeting held 2026-05-06.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (390 for, 0 against).

FOR: 390 (100.0%)
Largest asset managers voting on “Ratify Appointment of Independent Auditors” at Moderna, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
MARCO INVESTMENT MANAGEMENT LLC3400 00For
McGowan Group Asset Management, Inc.500 00For

Largest Moderna, Inc. shareholders voting in 2025-2026

Ranked by the number of Moderna, Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 397,000,000 shares outstanding at the time of that meeting.

Top Moderna, Inc. shareholders by shares voted, 2025-2026
#Asset manager % of shares outstanding
1Fidelity 20.21%
2Vanguard 13.14%
3Capital Group 9.30%
4BlackRock 3.63%
5BAILLIE GIFFORD OVERSEAS LTD 2.40%
6Charles Schwab 2.39%
7BAILLIE GIFFORD & CO LTD 2.34%
8State Street 2.22%
9Theleme Partners LLP 1.97%
10GEODE CAPITAL MANAGEMENT, LLC 1.50%

Reported Moderna, Inc. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

Moderna, Inc. beneficial owners on record for the 2025-2026 proxy season
Holder % outstanding Disclosure
FMR (Fidelity) 11.50% 13F
Vanguard Group 10.47% 13F
BlackRock 7.46% 13F
BAILLIE GIFFORD & CO 4.59% 13G
State Street 3.74% 13F
Geode Capital 2.38% 13F
Two Sigma 2.32% 13F
Morgan Stanley 2.23% 13F
Citadel Advisors 1.78% 13F
Goldman Sachs 1.71% 13F

Percentages above are of 397,000,000 shares outstanding, as reported by Moderna, Inc. on its Form 10-Q dated 2026-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Moderna, Inc.’s 10-Q dated 2026-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At Moderna, Inc.'s 2 shareholder meetings in the 2025-2026 proxy season (held 2025-11-12 and 2026-05-06), 701 asset managers reported how they voted in their SEC Form N-PX filings, covering 5,550 separate fund positions. Their filings are grouped here into 16 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item of the season, voted at the meeting held 2026-05-06 — To approve, on a non-binding, advisory basis, the compensation of our named executive officers. — FOR was 65% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: Moderna, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2026-05-11.

Moderna, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).