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NOVAVAX INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and NOVAVAX INC.’s Form 8-K, filed 2023-07-11 (Item 5.07 on EDGAR). Page generated 02 October 2026.

18Reported items
314Asset managers
2,863Fund votes
2023-07-11Main meeting date

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

Explore NOVAVAX INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by NOVAVAX INC.

These tallies are NOVAVAX INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2023-07-11 (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. NOVAVAX INC. reported 2 meetings in this season; each is tabulated separately below, with its own filing.

NOVAVAX INC. — official shareholder meeting results, meeting held 2023-07-11 (Form 8-K, filed 2023-07-11)
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: John C. Jacobs	18,096,901	881,806	285,358	--	24,476,819	Majority: yes
Elect Director: Gregg H. Alton, J.D.	11,319,429	7,498,303	446,333	--	24,476,819	Majority: yes
Elect Director: Richard J. Rodgers	13,138,940	5,662,283	462,842	--	24,476,819	Majority: yes
Proposal 2: Stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers in 2022:	15,695,578	3,030,052	538,435	--	24,476,819	Majority: yes
Proposal 4: Stockholders did not approve the amendment to the Second Amended and Restated Certificate of Incorporation of Novavax, Inc	16,746,786	2,058,948	458,331	--	24,476,819	Majority: yes
Proposal 5: Stockholders approved the amendment and restatement of the Novavax Inc	15,131,768	3,824,183	308,114	--	24,476,819	Majority: yes
Proposal 6: Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023:	41,350,254	2,005,826	384,804	--	--	Majority: yes

Source: NOVAVAX INC., Form 8-K, filed with the SEC on 2023-07-11 — read the filing on EDGAR.

NOVAVAX INC. — official shareholder meeting results, meeting held 2024-06-13 (Form 8-K, filed 2024-06-14)
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Richard H. Douglas, Ph.D.	25,482,021	17,594,381	813,977	--	31,869,802	Majority: yes
Elect Director: Margaret G. McGlynn	22,863,609	20,289,783	736,987	--	31,869,802	Majority: yes
Elect Director: David Mott	23,071,117	20,040,155	779,107	--	31,869,802	Majority: yes
Proposal 2: Stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers in 2023:	24,187,672	8,695,357	11,007,350	--	31,869,802	Majority: yes
Proposal 3: Stockholders approved the amendment and restatement of the Novavax, Inc	22,436,050	20,948,176	506,153	--	31,869,802	Majority: yes
Proposal 4: Stockholders approved the amendment and restatement of the Novavax, Inc	23,175,855	10,022,324	10,692,200	--	31,869,802	Majority: yes
Proposal 5: Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024:	68,992,887	4,249,891	2,517,403	--	--	Majority: yes

Source: NOVAVAX INC., Form 8-K, filed with the SEC on 2024-06-14 — read the filing on EDGAR.

How asset managers voted at the NOVAVAX INC. 2023-2024 meetings

Each item below shows how the 314 asset managers that disclosed a NOVAVAX 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 NOVAVAX 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. The approval, on an advisory basis, of the compensation paid to our Named Executive Officers.

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

Meeting held 2023-07-11.

Combines 7 wordings of this item as funds reported it.

84% Majority: yes · of votes cast

FOR 84%AGAINST 16%

FOR: 15,695,578AGAINST: 3,030,052

NOVAVAX INC.’s own tally for this item (“Proposal 2: Stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers in 2022:”): 15,695,578 for, 3,030,052 against, per its Form 8-K filed 2023-07-11 (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 94,308,379 outstanding shares: 17% for, 3% against (20% of the company cast a for/against vote).

The 240 asset managers below cast 96% of the shares they voted on this item FOR (13,309,489 for, 537,844 against).

FOR 96%

FOR: 13,309,489 (96.1%)AGAINST: 537,844 (3.9%)NOT VOTED: 35 (0.0%)ONE YEAR: 2 (0.0%)

Largest asset managers voting on “The approval, on an advisory basis, of the compensation paid to our Named Executive Officers.” at NOVAVAX INC., 2023-2024
Asset manager	For	Against	Vote
Paragon Capital Management LLC	5,000,000	0	For
State Street	2,467,587	0	For
Vanguard	1,761,975	0	For
Janus Henderson	1,000,000	0	For
BlackRock	820,803	10,485	For
Direxion Shares ETF Trust	495,473	0	For
Rafferty Asset Management, LLC	495,473	0	For
Charles Schwab	160,116	0	For
PNC BANK, NATIONAL ASSOCIATION	0	142,486	Against
Federated Hermes	0	125,950	Against
UBS	0	92,511	Against
COATUE MANAGEMENT LLC	91,114	0	For
Northern Trust	81,941	0	For
Rhumbline	72,322	0	For
Rock Springs Capital Management LP	67,107	0	For
AllianceBernstein	63,531	0	For
MELLON INVESTMENTS Corp	58,881	0	For
Fidelity	58,776	0	For
PARAMETRIC PORTFOLIO ASSOCIATES LLC	50,586	0	For
West Coast Financial LLC	45,825	0	For
T. Rowe Price	41,062	0	For
GEODE CAPITAL MANAGEMENT, LLC	27,236	0	For
SEI	0	27,222	Against
Goldman Sachs	26,364	0	For
Cresset Asset Management, LLC	25,761	0	For

Showing the 25 largest of 240 asset managers. See all 240 in the interactive database.

2. The approval, on an advisory basis, of holding future executive compensation advisory votes every three years, every two years, or every year.

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2023-07-11.

Combines 5 wordings of this item as funds reported it.

96% fund support · no official result

ONE YEAR 94%

The 238 asset managers below cast 96% of the shares they voted on this item FOR (75,479 for, 2,749 against).

FOR: 75,479 (0.5%)AGAINST: 2,749 (0.0%)ONE YEAR: 13,041,926 (94.1%)1 YEAR: 704,246 (5.1%)1-YEAR: 25,961 (0.2%)3 YEARS: 5,968 (0.0%)1: 107 (0.0%)2 YEARS: 50 (0.0%)NOT VOTED: 35 (0.0%)TWO YEARS: 10 (0.0%)1YEAR: 5 (0.0%)

Largest asset managers voting on “The approval, on an advisory basis, of holding future executive compensation advisory votes every three years,” at NOVAVAX INC., 2023-2024
Asset manager	For	Vote
Paragon Capital Management LLC	0	One Year
State Street	0	One Year
Vanguard	0	One Year
Janus Henderson	0	One Year
BlackRock	0	One Year
Direxion Shares ETF Trust	0	One Year
Rafferty Asset Management, LLC	0	One Year
Charles Schwab	0	1 Year
PNC BANK, NATIONAL ASSOCIATION	0	1 Year
Federated Hermes	0	1 Year
UBS	0	One Year
COATUE MANAGEMENT LLC	0	One Year
Northern Trust	0	1 Year
Rhumbline	72,322	For
Rock Springs Capital Management LP	0	One Year
AllianceBernstein	0	One Year
MELLON INVESTMENTS Corp	0	One Year
Fidelity	0	One Year
PARAMETRIC PORTFOLIO ASSOCIATES LLC	0	One Year
West Coast Financial LLC	0	One Year
T. Rowe Price	0	One Year
SEI	0	1 Year
GEODE CAPITAL MANAGEMENT, LLC	0	One Year
Goldman Sachs	0	One Year
Cresset Asset Management, LLC	0	1-Year

Showing the 25 largest of 238 asset managers. See all 238 in the interactive database.

3. The approval, on an advisory basis, of the compensation paid to our Named Executive Officers.

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

Meeting held 2024-06-13.

Combines 8 wordings of this item as funds reported it.

74% Majority: yes · of votes cast

FOR 74%AGAINST 26%

FOR: 24,187,672AGAINST: 8,695,357

NOVAVAX INC.’s own tally for this item (“Proposal 2: Stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers in 2023:”): 24,187,672 for, 8,695,357 against, per its Form 8-K filed 2024-06-14 (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 94,308,379 outstanding shares: 26% for, 9% against (35% of the company cast a for/against vote).

The 209 asset managers below cast 94% of the shares they voted on this item FOR (9,568,570 for, 606,580 against).

FOR 94%

FOR: 9,568,570 (94.0%)AGAINST: 606,580 (6.0%)NOT VOTED: 1 (0.0%)

Largest asset managers voting on “The approval, on an advisory basis, of the compensation paid to our Named Executive Officers.” at NOVAVAX INC., 2023-2024
Asset manager	For	Against	Vote
State Street	3,763,840	0	For
BlackRock	1,013,092	0	For
Vanguard	633,134	0	For
Rock Springs Capital Management LP	537,625	0	For
Northern Trust	503,888	0	For
Monaco Asset Management SAM	0	387,564	Against
Vestal Point Capital, LP	277,486	0	For
Charles Schwab	219,281	0	For
PACIFIC INVESTMENT MANAGEMENT CO LLC	190,501	0	For
MELLON INVESTMENTS Corp	188,150	0	For
Citadel	167,377	0	For
Aberdeen	127,600	0	For
UBS	0	116,536	Against
Fidelity	108,930	0	For
FARALLON CAPITAL MANAGEMENT LLC	107,345	0	For
Federated Hermes	98,462	0	For
Lincoln Financial	96,129	0	For
DE Shaw	95,961	0	For
Direxion Shares ETF Trust	94,593	0	For
Rafferty Asset Management, LLC	94,593	0	For
PARAMETRIC PORTFOLIO ASSOCIATES LLC	89,180	0	For
Goldman Sachs	79,026	0	For
T. Rowe Price	74,152	0	For
JPMorgan	67,616	0	For
GEODE CAPITAL MANAGEMENT, LLC	53,292	0	For

Showing the 25 largest of 209 asset managers. See all 209 in the interactive database.

4. Amendment and restatement of the Novavax, Inc. Amended and Restated 2015 Stock Incentve Plan, as amended to increase the number of shares of common stock available for issuance thereunder by 6,170,000 shares.

COMPENSATIONMajority of the votes cast: yes

Meeting held 2023-07-11.

Combines 3 wordings of this item as funds reported it.

80% Majority: yes · of votes cast

FOR 80%AGAINST 20%

FOR: 15,131,768AGAINST: 3,824,183

NOVAVAX INC.’s own tally for this item (“Proposal 5: Stockholders approved the amendment and restatement of the Novavax Inc”): 15,131,768 for, 3,824,183 against, per its Form 8-K filed 2023-07-11 (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 94,308,379 outstanding shares: 16% for, 4% against (20% of the company cast a for/against vote).

The 54 asset managers below cast 99.3% of the shares they voted on this item FOR (3,333,918 for, 20,172 against).

FOR 99.3%

FOR: 3,333,918 (99.4%)AGAINST: 20,172 (0.6%)

Largest asset managers voting on “Amendment and restatement of the Novavax, Inc. Amended and Restated 2015 Stock Incentve Plan, as amended to in” at NOVAVAX INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	1,531,171	0	For
State Street	934,293	0	For
Direxion Shares ETF Trust	495,473	0	For
Charles Schwab	80,058	0	For
Fidelity	41,683	15,235	For
Federated Hermes	56,351	0	For
BlackRock	44,074	0	For
Guggenheim	22,166	0	For
Amplify ETF Trust	19,415	0	For
MFS	18,243	0	For
Bridge Builder Trust	17,939	0	For
Equitable	15,460	0	For
Voya	10,692	0	For
Pacific Life	6,833	0	For
ALPS ETF Trust	5,678	0	For
Morgan Stanley	4,784	0	For
Aberdeen	0	3,300	Against
Goldman Sachs	3,197	0	For
Principal Exchange-Traded Funds	2,799	0	For
TIAA	2,604	0	For
Humankind Benefit Corp	2,416	0	For
Invesco	1,931	0	For
JPMorgan	1,492	0	For
American Century	0	1,484	Against
T. Rowe Price	1,412	0	For

Showing the 25 largest of 54 asset managers. See all 54 in the interactive database.

5. AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NOVAVAX, INC., AS AMENDED, TO REFLECT DELAWARE LAW PROVISIONS ALLOWING OFFICER EXCULPATION.

SHAREHOLDER RIGHTS AND DEFENSESMajority of the votes cast: yes

Meeting held 2023-07-11.

Combines 2 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%11%

FOR: 16,746,786AGAINST: 2,058,948

NOVAVAX INC.’s own tally for this item (“Proposal 4: Stockholders did not approve the amendment to the Second Amended and Restated Certificate of Incorporation of Novavax, Inc”): 16,746,786 for, 2,058,948 against, per its Form 8-K filed 2023-07-11 (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 94,308,379 outstanding shares: 18% for, 2% against (20% of the company cast a for/against vote).

The 52 asset managers below cast 95% of the shares they voted on this item FOR (3,191,701 for, 162,289 against).

FOR 95%

FOR: 3,191,701 (95.2%)AGAINST: 162,289 (4.8%)

Largest asset managers voting on “AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NOVAVAX, INC., AS AMENDED, TO REF” at NOVAVAX INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	1,531,171	0	For
State Street	934,293	0	For
Direxion Shares ETF Trust	495,473	0	For
Charles Schwab	0	80,058	Against
Fidelity	56,918	0	For
Federated Hermes	0	56,351	Against
BlackRock	44,074	0	For
Guggenheim	22,166	0	For
Amplify ETF Trust	0	19,415	Against
MFS	18,243	0	For
Bridge Builder Trust	17,939	0	For
Equitable	15,460	0	For
Voya	10,692	0	For
Pacific Life	6,833	0	For
ALPS ETF Trust	5,678	0	For
Morgan Stanley	4,784	0	For
Aberdeen	3,300	0	For
Goldman Sachs	3,197	0	For
Principal Exchange-Traded Funds	2,799	0	For
TIAA	2,604	0	For
Humankind Benefit Corp	2,416	0	For
Invesco	1,931	0	For
JPMorgan	0	1,492	Against
American Century	1,484	0	For
T. Rowe Price	1,412	0	For

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

6. Election of Class I directors to serve on the Board of Directors, each for a three-year term expiring at the 2026 Annual Meeting of Stockholders: Gregg H. Alton. J.D.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2023-07-11.

Combines 4 wordings of this item as funds reported it.

60% Majority: yes · of votes cast

FOR 60%AGAINST 40%

FOR: 11,319,429AGAINST: 7,498,303

NOVAVAX INC.’s own tally for this item (“Elect Director: Gregg H. Alton, J.D.”): 11,319,429 for, 7,498,303 against, per its Form 8-K filed 2023-07-11 (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 94,308,379 outstanding shares: 12% for, 8% against (20% of the company cast a for/against vote).

The 52 asset managers below cast 71% of the shares they voted on this item FOR (2,396,014 for, 957,976 against).

FOR 71%AGAINST 29%

FOR: 2,396,014 (71.4%)AGAINST: 957,976 (28.6%)

Largest asset managers voting on “Election of Class I directors to serve on the Board of Directors, each for a three-year term expiring at the 2” at NOVAVAX INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	1,531,171	0	For
State Street	0	934,293	Against
Direxion Shares ETF Trust	495,473	0	For
Charles Schwab	80,058	0	For
Fidelity	56,918	0	For
Federated Hermes	56,351	0	For
BlackRock	44,074	0	For
Guggenheim	22,166	0	For
Amplify ETF Trust	19,415	0	For
MFS	18,243	0	For
Bridge Builder Trust	17,939	0	For
Equitable	1,233	14,227	Against
Voya	10,692	0	For
Pacific Life	6,833	0	For
ALPS ETF Trust	5,678	0	For
Morgan Stanley	4,784	0	For
Aberdeen	3,300	0	For
Goldman Sachs	0	3,197	Against
Principal Exchange-Traded Funds	2,799	0	For
TIAA	2,604	0	For
Humankind Benefit Corp	0	2,416	Against
Invesco	0	1,931	Against
JPMorgan	1,492	0	For
American Century	1,484	0	For
T. Rowe Price	0	1,412	Against

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

7. Election of Class I directors to serve on the Board of Directors, each for a three-year term expiring at the 2026 Annual Meeting of Stockholders: John C. Jacobs

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2023-07-11.

Combines 4 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 18,096,901AGAINST: 881,806

NOVAVAX INC.’s own tally for this item (“Elect Director: John C. Jacobs”): 18,096,901 for, 881,806 against, per its Form 8-K filed 2023-07-11 (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 94,308,379 outstanding shares: 19% for, 1.0% against (20% of the company cast a for/against vote).

The 52 asset managers below cast 100% of the shares they voted on this item FOR (3,353,990 for, 0 against).

FOR 100%

FOR: 3,353,990 (100.0%)

Largest asset managers voting on “Election of Class I directors to serve on the Board of Directors, each for a three-year term expiring at the 2” at NOVAVAX INC., 2023-2024
Asset manager	For	Vote
Vanguard	1,531,171	For
State Street	934,293	For
Direxion Shares ETF Trust	495,473	For
Charles Schwab	80,058	For
Fidelity	56,918	For
Federated Hermes	56,351	For
BlackRock	44,074	For
Guggenheim	22,166	For
Amplify ETF Trust	19,415	For
MFS	18,243	For
Bridge Builder Trust	17,939	For
Equitable	15,460	For
Voya	10,692	For
Pacific Life	6,833	For
ALPS ETF Trust	5,678	For
Morgan Stanley	4,784	For
Aberdeen	3,300	For
Goldman Sachs	3,197	For
Principal Exchange-Traded Funds	2,799	For
TIAA	2,604	For
Humankind Benefit Corp	2,416	For
Invesco	1,931	For
JPMorgan	1,492	For
American Century	1,484	For
T. Rowe Price	1,412	For

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

8. Election of Class I directors to serve on the Board of Directors, each for a three-year term expiring at the 2026 Annual Meeting of Stockholders: Richard J. Rodgers

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2023-07-11.

Combines 4 wordings of this item as funds reported it.

70% Majority: yes · of votes cast

FOR 70%AGAINST 30%

FOR: 13,138,940AGAINST: 5,662,283

NOVAVAX INC.’s own tally for this item (“Elect Director: Richard J. Rodgers”): 13,138,940 for, 5,662,283 against, per its Form 8-K filed 2023-07-11 (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 94,308,379 outstanding shares: 14% for, 6% against (20% of the company cast a for/against vote).

The 52 asset managers below cast 98% of the shares they voted on this item FOR (3,297,486 for, 56,504 against).

FOR 98%

FOR: 3,297,486 (98.3%)AGAINST: 56,504 (1.7%)

Largest asset managers voting on “Election of Class I directors to serve on the Board of Directors, each for a three-year term expiring at the 2” at NOVAVAX INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	1,531,171	0	For
State Street	934,293	0	For
Direxion Shares ETF Trust	495,473	0	For
Charles Schwab	80,058	0	For
Fidelity	56,918	0	For
Federated Hermes	0	56,351	Against
BlackRock	44,074	0	For
Guggenheim	22,166	0	For
Amplify ETF Trust	19,415	0	For
MFS	18,243	0	For
Bridge Builder Trust	17,939	0	For
Equitable	15,460	0	For
Voya	10,692	0	For
Pacific Life	6,833	0	For
ALPS ETF Trust	5,678	0	For
Morgan Stanley	4,784	0	For
Aberdeen	3,300	0	For
Goldman Sachs	3,197	0	For
Principal Exchange-Traded Funds	2,799	0	For
TIAA	2,604	0	For
Humankind Benefit Corp	2,416	0	For
Invesco	1,931	0	For
JPMorgan	1,492	0	For
American Century	1,484	0	For
T. Rowe Price	1,412	0	For

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

9. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2023-07-11.

Combines 3 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 41,350,254AGAINST: 2,005,826

NOVAVAX INC.’s own tally for this item (“Proposal 6: Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023:”): 41,350,254 for, 2,005,826 against, per its Form 8-K filed 2023-07-11 (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 94,308,379 outstanding shares: 44% for, 2% against (46.0% of the company cast a for/against vote).

The 52 asset managers below cast 99.9% of the shares they voted on this item FOR (3,351,109 for, 2,881 against).

FOR 99.9%

FOR: 3,351,109 (99.9%)AGAINST: 2,881 (0.1%)

Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ” at NOVAVAX INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	1,531,171	0	For
State Street	934,293	0	For
Direxion Shares ETF Trust	495,473	0	For
Charles Schwab	80,058	0	For
Fidelity	56,918	0	For
Federated Hermes	56,351	0	For
BlackRock	44,074	0	For
Guggenheim	22,166	0	For
Amplify ETF Trust	19,415	0	For
MFS	18,243	0	For
Bridge Builder Trust	17,939	0	For
Equitable	15,460	0	For
Voya	10,692	0	For
Pacific Life	6,833	0	For
ALPS ETF Trust	5,678	0	For
Morgan Stanley	4,784	0	For
Aberdeen	3,300	0	For
Goldman Sachs	3,197	0	For
Principal Exchange-Traded Funds	2,799	0	For
TIAA	2,604	0	For
Humankind Benefit Corp	0	2,416	Against
Invesco	1,931	0	For
JPMorgan	1,492	0	For
American Century	1,484	0	For
T. Rowe Price	1,412	0	For

Showing the 25 largest of 52 asset managers. See all 52 in the interactive database.

10. Amendment and Restatement of the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 6,500,000 shares.

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-06-13.

Combines 3 wordings of this item as funds reported it.

99.4% fund support · no official result

FOR 99.4%

The 47 asset managers below cast 99.4% of the shares they voted on this item FOR (2,973,941 for, 15,368 against).

FOR: 2,973,941 (99.5%)AGAINST: 15,368 (0.5%)

Largest asset managers voting on “Amendment and Restatement of the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan to increase the ” at NOVAVAX INC., 2023-2024
Asset manager	For	Against	Vote
State Street	1,398,180	220	For
Vanguard	455,267	0	For
BlackRock	338,246	0	For
Charles Schwab	109,630	0	For
Fidelity	102,454	0	For
Lincoln Financial	96,129	0	For
Direxion Shares ETF Trust	94,593	0	For
Aberdeen	63,800	0	For
Federated Hermes	49,231	0	For
Global X	41,465	0	For
Pacific Life	39,754	0	For
Equitable	37,978	0	For
Bridge Builder Trust	24,449	0	For
Guggenheim	24,368	0	For
ProShares	20,480	0	For
John Hancock	18,793	0	For
Principal Exchange-Traded Funds	14,980	0	For
AIG/SunAmerica	12,726	0	For
Calvert	0	11,298	Against
QUANTITATIVE MASTER SERIES LLC	7,007	0	For
ETFis Series Trust I	5,023	0	For
Principal	4,133	0	For
PENN SERIES FUNDS INC	3,200	0	For
TIAA	2,627	0	For
JPMorgan	1,754	0	For

Showing the 25 largest of 47 asset managers. See all 47 in the interactive database.

11. Amendment and restatement of the Novavax, Inc. Amended and Restated 2013 Employee Stock Purchase Plan to increase the number of shares of common stock available for issuance thereunder by 1,000,000 shares, such that the number of shares available for issuance thereunder is the lesser of (a) 2,155,000 shares of common stock increased on January 1 of each year by 5% of the share pool on such January

COMPENSATION

Meeting held 2024-06-13.

Combines 2 wordings of this item as funds reported it.

93% fund support · no official result

FOR 93%

The 46 asset managers below cast 93% of the shares they voted on this item FOR (2,785,870 for, 203,439 against).

FOR: 2,785,870 (93.2%)AGAINST: 203,439 (6.8%)

Largest asset managers voting on “Amendment and restatement of the Novavax, Inc. Amended and Restated 2013 Employee Stock Purchase Plan to incre” at NOVAVAX INC., 2023-2024
Asset manager	For	Against	Vote
State Street	1,398,400	0	For
Vanguard	455,267	0	For
BlackRock	338,246	0	For
Charles Schwab	0	109,630	Against
Fidelity	102,454	0	For
Lincoln Financial	96,129	0	For
Direxion Shares ETF Trust	94,593	0	For
Aberdeen	63,800	0	For
Federated Hermes	0	49,231	Against
Global X	0	41,465	Against
Pacific Life	39,754	0	For
Equitable	37,978	0	For
Bridge Builder Trust	24,449	0	For
Guggenheim	24,368	0	For
ProShares	20,480	0	For
John Hancock	18,793	0	For
Principal Exchange-Traded Funds	14,980	0	For
AIG/SunAmerica	12,726	0	For
Calvert	11,298	0	For
QUANTITATIVE MASTER SERIES LLC	7,007	0	For
ETFis Series Trust I	5,023	0	For
Principal	4,133	0	For
PENN SERIES FUNDS INC	3,200	0	For
TIAA	2,627	0	For
JPMorgan	1,754	0	For

Showing the 25 largest of 46 asset managers. See all 46 in the interactive database.

12. Election of Class II directors to serve on the Board of Directors, each for a three-year term expiring at the 2027 Annual Meeting of Stockholders: David Mott

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-13.

Combines 2 wordings of this item as funds reported it.

53.5% Majority: yes · of votes cast

FOR 53.5%AGAINST 46.5%

FOR: 23,071,117AGAINST: 20,040,155

NOVAVAX INC.’s own tally for this item (“Elect Director: David Mott”): 23,071,117 for, 20,040,155 against, per its Form 8-K filed 2024-06-14 (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 94,308,379 outstanding shares: 24% for, 21% against (45.7% of the company cast a for/against vote).

The 45 asset managers below cast 50.6% of the shares they voted on this item FOR (1,513,733 for, 1,475,476 against).

FOR 50.6%AGAINST 49.4%

FOR: 1,513,733 (50.6%)AGAINST: 1,475,476 (49.4%)

Largest asset managers voting on “Election of Class II directors to serve on the Board of Directors, each for a three-year term expiring at the ” at NOVAVAX INC., 2023-2024
Asset manager	For	Against	Vote
State Street	3,250	1,395,150	Against
Vanguard	455,267	0	For
BlackRock	338,246	0	For
Charles Schwab	109,630	0	For
Fidelity	102,454	0	For
Lincoln Financial	22,529	73,600	Against
Direxion Shares ETF Trust	94,593	0	For
Aberdeen	63,800	0	For
Federated Hermes	49,231	0	For
Global X	41,465	0	For
Pacific Life	39,754	0	For
Equitable	37,978	0	For
Bridge Builder Trust	24,449	0	For
Guggenheim	24,368	0	For
ProShares	20,480	0	For
John Hancock	18,793	0	For
Principal Exchange-Traded Funds	14,980	0	For
AIG/SunAmerica	12,726	0	For
Calvert	11,298	0	For
QUANTITATIVE MASTER SERIES LLC	7,007	0	For
ETFis Series Trust I	5,023	0	For
Principal	4,133	0	For
PENN SERIES FUNDS INC	0	3,200	Against
TIAA	2,627	0	For
JPMorgan	1,754	0	For

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

13. Election of Class II directors to serve on the Board of Directors, each for a three-year term expiring at the 2027 Annual Meeting of Stockholders: Margaret G. McGlynn, R.Ph.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-13.

Combines 3 wordings of this item as funds reported it.

53.0% Majority: yes · of votes cast

FOR 53.0%AGAINST 47.0%

FOR: 22,863,609AGAINST: 20,289,783

NOVAVAX INC.’s own tally for this item (“Elect Director: Margaret G. McGlynn”): 22,863,609 for, 20,289,783 against, per its Form 8-K filed 2024-06-14 (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 94,308,379 outstanding shares: 24% for, 22% against (45.8% of the company cast a for/against vote).

The 45 asset managers below cast 48.1% of the shares they voted on this item FOR (1,437,650 for, 1,551,559 against).

FOR 48.1%AGAINST 51.9%

FOR: 1,437,650 (48.1%)AGAINST: 1,551,559 (51.9%)

Largest asset managers voting on “Election of Class II directors to serve on the Board of Directors, each for a three-year term expiring at the ” at NOVAVAX INC., 2023-2024
Asset manager	For	Against	Vote
State Street	3,070	1,395,330	Against
Vanguard	455,267	0	For
BlackRock	338,246	0	For
Charles Schwab	109,630	0	For
Fidelity	102,454	0	For
Lincoln Financial	22,529	73,600	Against
Direxion Shares ETF Trust	94,593	0	For
Aberdeen	63,800	0	For
Federated Hermes	49,231	0	For
Global X	0	41,465	Against
Pacific Life	39,754	0	For
Equitable	15,261	22,717	Against
Bridge Builder Trust	24,449	0	For
Guggenheim	24,368	0	For
ProShares	20,480	0	For
John Hancock	18,793	0	For
Principal Exchange-Traded Funds	14,980	0	For
AIG/SunAmerica	12,726	0	For
Calvert	0	11,298	Against
QUANTITATIVE MASTER SERIES LLC	7,007	0	For
ETFis Series Trust I	5,023	0	For
Principal	4,133	0	For
PENN SERIES FUNDS INC	0	3,200	Against
TIAA	2,627	0	For
JPMorgan	1,754	0	For

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

14. Election of Class II directors to serve on the Board of Directors, each for a three-year term expiring at the 2027 Annual Meeting of Stockholders: Richard H. Douglas, Ph.D.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-13.

Combines 2 wordings of this item as funds reported it.

59% Majority: yes · of votes cast

FOR 59%AGAINST 41%

FOR: 25,482,021AGAINST: 17,594,381

NOVAVAX INC.’s own tally for this item (“Elect Director: Richard H. Douglas, Ph.D.”): 25,482,021 for, 17,594,381 against, per its Form 8-K filed 2024-06-14 (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 94,308,379 outstanding shares: 27% for, 19% against (45.7% of the company cast a for/against vote).

The 45 asset managers below cast 99.8% of the shares they voted on this item FOR (2,985,280 for, 3,929 against).

FOR 99.8%

FOR: 2,985,280 (99.9%)AGAINST: 3,929 (0.1%)

Largest asset managers voting on “Election of Class II directors to serve on the Board of Directors, each for a three-year term expiring at the ” at NOVAVAX INC., 2023-2024
Asset manager	For	Against	Vote
State Street	1,398,029	371	For
Vanguard	455,267	0	For
BlackRock	338,246	0	For
Charles Schwab	109,630	0	For
Fidelity	102,454	0	For
Lincoln Financial	96,129	0	For
Direxion Shares ETF Trust	94,593	0	For
Aberdeen	63,800	0	For
Federated Hermes	49,231	0	For
Global X	41,465	0	For
Pacific Life	39,754	0	For
Equitable	37,978	0	For
Bridge Builder Trust	24,449	0	For
Guggenheim	24,368	0	For
ProShares	20,480	0	For
John Hancock	18,793	0	For
Principal Exchange-Traded Funds	14,980	0	For
AIG/SunAmerica	12,726	0	For
Calvert	11,298	0	For
QUANTITATIVE MASTER SERIES LLC	7,007	0	For
ETFis Series Trust I	5,023	0	For
Principal	4,133	0	For
PENN SERIES FUNDS INC	3,200	0	For
TIAA	2,627	0	For
JPMorgan	1,754	0	For

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

15. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2024-06-13.

Combines 2 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 68,992,887AGAINST: 4,249,891

NOVAVAX INC.’s own tally for this item (“Proposal 5: Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024:”): 68,992,887 for, 4,249,891 against, per its Form 8-K filed 2024-06-14 (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 94,308,379 outstanding shares: 73% for, 5% against (78% of the company cast a for/against vote).

The 45 asset managers below cast 99.9% of the shares they voted on this item FOR (2,986,623 for, 2,586 against).

FOR 99.9%

FOR: 2,986,623 (99.9%)AGAINST: 2,586 (0.1%)

Largest asset managers voting on “Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for ” at NOVAVAX INC., 2023-2024
Asset manager	For	Against	Vote
State Street	1,398,180	220	For
Vanguard	455,267	0	For
BlackRock	338,246	0	For
Charles Schwab	109,630	0	For
Fidelity	102,454	0	For
Lincoln Financial	96,129	0	For
Direxion Shares ETF Trust	94,593	0	For
Aberdeen	63,800	0	For
Federated Hermes	49,231	0	For
Global X	41,465	0	For
Pacific Life	39,754	0	For
Equitable	37,978	0	For
Bridge Builder Trust	24,449	0	For
Guggenheim	24,368	0	For
ProShares	20,480	0	For
John Hancock	18,793	0	For
Principal Exchange-Traded Funds	14,980	0	For
AIG/SunAmerica	12,726	0	For
Calvert	11,298	0	For
QUANTITATIVE MASTER SERIES LLC	7,007	0	For
ETFis Series Trust I	5,023	0	For
Principal	4,133	0	For
PENN SERIES FUNDS INC	3,200	0	For
TIAA	2,627	0	For
JPMorgan	1,754	0	For

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

16. Advisory Vote on Say on Pay Frequency

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2023-07-11.

— fund support · no official result

ONE YEAR 100%

No shares were cast for or against this item by the managers below — every disclosed position was an abstention or was not voted.

ONE YEAR: 14,771 (100.0%)

Largest asset managers voting on “Advisory Vote on Say on Pay Frequency” at NOVAVAX INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
TD ASSET MANAGEMENT INC	0	0	0	0	One Year
JPMorgan	0	0	0	0	One Year
MILLER HOWARD INVESTMENTS INC /NY	0	0	0	0	One Year

17. THE APPROVAL ON AN ADVISORY BASIS OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

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

Meeting held 2025-06-20 (outside the 2023-2024 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

72% Majority: yes · of votes cast

FOR 72%AGAINST 28%

FOR: 41,390,651AGAINST: 15,830,308

NOVAVAX INC.’s own tally for this item (“Proposal 2: Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers:”): 41,390,651 for, 15,830,308 against, per its Form 8-K filed 2025-06-24 (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 94,308,379 outstanding shares: 44% for, 17% against (61% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (114 for, 0 against).

FOR 100%

FOR: 114 (100.0%)

Largest asset managers voting on “THE APPROVAL ON AN ADVISORY BASIS OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS” at NOVAVAX INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Argyle Capital Management, LLC	100	0	0	0	For
Foster Victor Wealth Advisors, LLC	14	0	0	0	For

18. The Approval, on an advisory basis, of holding future executive compensation advisroy votes every three years, every two years, or every year

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

Meeting held 2023-07-11.

84% Majority: yes · of votes cast

FOR 84%AGAINST 16%

FOR: 15,695,578AGAINST: 3,030,052

The 2 asset managers below cast 100% of the shares they voted on this item FOR (9,892 for, 0 against).

FOR 50.0%ONE YEAR 50.0%

FOR: 9,892 (50.0%)ONE YEAR: 9,892 (50.0%)

Largest asset managers voting on “The Approval, on an advisory basis, of holding future executive compensation advisroy votes every three years,” at NOVAVAX INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Orion Porfolio Solutions, LLC	9,892	0	0	0	For
Orion Portfolio Solutions, LLC	0	0	0	0	One Year

Largest NOVAVAX INC. shareholders voting in 2023-2024

Ranked by the number of NOVAVAX INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 94,308,379 shares outstanding at the time of that meeting.

Top NOVAVAX INC. shareholders by shares voted, 2023-2024
#	Asset manager	% of shares outstanding
1	Paragon Capital Management LLC	5.30%
2	State Street	2.62%
3	Vanguard	1.87%
4	Janus Henderson	1.06%
5	BlackRock	0.88%
6	Direxion Shares ETF Trust	0.53%
7	Rafferty Asset Management, LLC	0.53%
8	Charles Schwab	0.17%
9	PNC BANK, NATIONAL ASSOCIATION	0.15%
10	Federated Hermes	0.13%

Reported NOVAVAX INC. ownership

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

NOVAVAX INC. beneficial owners on record for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
State Street Corporation	17.79%	DEF14A
Vanguard Group	16.11%	13F
BlackRock	13.54%	13F
Shah Capital Management	9.95%	DEF14A
Geode Capital	2.74%	13F
Citadel Advisors	1.68%	13F
Goldman Sachs	1.23%	13F
Northern Trust	1.13%	13F
Charles Schwab	0.99%	13F
Stanley C. Erck	0.93%	DEF14A

Percentages above are of 94,308,379 shares outstanding, as reported by NOVAVAX INC. on its Form 10-Q dated 2023-06-30 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 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 NOVAVAX INC.’s 10-Q dated 2023-06-30. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At NOVAVAX INC.'s 2 shareholder meetings in the 2023-2024 proxy season (held 2023-07-11 and 2024-06-13), 314 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,863 separate fund positions. Their filings are grouped here into 18 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 2023-07-11 — The approval, on an advisory basis, of the compensation paid to our Named Executive Officers. — FOR was 84% 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: NOVAVAX INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2023-07-11.

NOVAVAX INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.