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NOVAVAX INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and NOVAVAX INC.’s Form 8-K, filed 2025-06-24 (Item 5.07 on EDGAR). Page generated 04 October 2026.

6Ballot items
257Asset managers
1,064Fund votes
2025-06-20Meeting date

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

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

Official 2024-2025 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 2025-06-24 (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. — official shareholder meeting results, meeting held 2025-06-20
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Rachel K. King	38,346,660	19,134,990	269,571	--	37,607,973	Majority: yes
Elect Director: John W. Shiver	43,711,347	13,838,060	201,814	--	37,607,973	Majority: yes
Elect Director: Charles W. Newton	42,892,746	14,645,927	212,548	--	37,607,973	Majority: yes
Proposal 2: Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers:	41,390,651	15,830,308	530,262	--	37,607,973	Majority: yes
Proposal 3: Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025:	79,306,893	15,057,873	994,428	--	--	Majority: yes

Source: NOVAVAX INC., Form 8-K, filed with the SEC on 2025-06-24 — read the filing on EDGAR.

How asset managers voted at the NOVAVAX INC. 2024-2025 meeting

Each item below shows how the 257 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.

1. 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.

Combines 13 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 161,957,868 outstanding shares: 26% for, 10% against (35% of the company cast a for/against vote).

The 252 asset managers below cast 69% of the shares they voted on this item FOR (29,897,927 for, 13,579,156 against).

FOR 69%AGAINST 31%

FOR: 29,897,927 (68.5%)AGAINST: 13,579,156 (31.1%)ABSTAIN: 168,036 (0.4%)NO VOTE: 1 (0.0%)NOT VOTED: 1 (0.0%)

Largest asset managers voting on “The approval, on an advisory basis, of the compensation of our Named Executive Officers.” at NOVAVAX INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
SHAH CAPITAL MANAGEMENT	0	12,181,846	0	Against
Vanguard	10,251,268	0	0	For
BlackRock	4,245,884	0	0	For
State Street	4,177,730	0	0	For
Charles Schwab	1,984,286	0	0	For
DE Shaw	1,306,189	0	0	For
Deep Track Capital, LP	1,215,925	0	0	For
Northern Trust	801,042	0	0	For
Citadel	644,810	0	0	For
COATUE MANAGEMENT LLC	628,894	0	0	For
Rock Springs Capital Management LP	400,000	0	0	For
CANADA PENSION PLAN INVESTMENT BOARD	379,300	0	0	For
Nuveen	0	337,736	0	Against
West Coast Financial LLC	321,596	0	0	For
MELLON INVESTMENTS Corp	311,952	0	0	For
TIAA	0	311,761	0	Against
Equitable	241,657	0	0	For
Lincoln Financial	213,804	0	0	For
OMERS ADMINISTRATION Corp	193,400	0	0	For
Fidelity	120,822	63,981	0	For
HUSSMAN INVESTMENT TRUST	0	0	168,000	Abstain
AllianceBernstein	162,413	0	0	For
Invesco	151,426	0	0	For
UBS	0	143,464	0	Against
PARAMETRIC PORTFOLIO ASSOCIATES LLC	128,761	0	0	For

Showing the 25 largest of 252 asset managers. See all 252 in the interactive database.

2. Election of three Class III directors to serve on the board of directors, each for a three-year term expiring at the 2028 Annual Meeting of Stockholders: Charles W. Newton

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-20.

Combines 2 wordings of this item as funds reported it.

75% Majority: yes · of votes cast

FOR 75%AGAINST 25%

FOR: 42,892,746AGAINST: 14,645,927

NOVAVAX INC.’s own tally for this item (“Elect Director: Charles W. Newton”): 42,892,746 for, 14,645,927 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 161,957,868 outstanding shares: 26% for, 9% against (36% of the company cast a for/against vote).

The 52 asset managers below cast 93% of the shares they voted on this item FOR (15,379,171 for, 1,109,703 against).

FOR 93%

FOR: 15,379,171 (93.3%)AGAINST: 1,109,703 (6.7%)

Largest asset managers voting on “Election of three Class III directors to serve on the board of directors, each for a three-year term expiring ” at NOVAVAX INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	9,847,269	0	For
BlackRock	2,631,680	0	For
State Street	1,006,510	0	For
Charles Schwab	0	992,143	Against
TIAA	311,761	0	For
Equitable	241,657	0	For
Lincoln Financial	213,604	0	For
HUSSMAN INVESTMENT TRUST	168,000	0	For
Fidelity	149,437	0	For
Northern Trust	97,611	0	For
Global X	0	93,468	Against
MFS	91,220	0	For
Direxion Shares ETF Trust	87,791	0	For
ProShares	85,725	0	For
Aberdeen	63,800	0	For
AIG/SunAmerica	57,924	0	For
Pacific Life	54,805	0	For
Bridge Builder Trust	39,826	0	For
First Trust	28,701	0	For
New York Life	25,063	0	For
SEI	0	23,268	Against
AQR	21,417	0	For
Guggenheim	18,738	0	For
Blackstone Alternative Investment Funds	18,500	0	For
John Hancock	17,579	0	For

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

3. Election of three Class III directors to serve on the board of directors, each for a three-year term expiring at the 2028 Annual Meeting of Stockholders: John W. Shiver, Ph.D.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-20.

Combines 2 wordings of this item as funds reported it.

76% Majority: yes · of votes cast

FOR 76%AGAINST 24%

FOR: 43,711,347AGAINST: 13,838,060

NOVAVAX INC.’s own tally for this item (“Elect Director: John W. Shiver”): 43,711,347 for, 13,838,060 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 161,957,868 outstanding shares: 27% for, 9% against (36% of the company cast a for/against vote).

The 52 asset managers below cast 100% of the shares they voted on this item FOR (16,488,874 for, 0 against).

FOR 100%

FOR: 16,488,874 (100.0%)

Largest asset managers voting on “Election of three Class III directors to serve on the board of directors, each for a three-year term expiring ” at NOVAVAX INC., 2024-2025
Asset manager	For	Vote
Vanguard	9,847,269	For
BlackRock	2,631,680	For
State Street	1,006,510	For
Charles Schwab	992,143	For
TIAA	311,761	For
Equitable	241,657	For
Lincoln Financial	213,604	For
HUSSMAN INVESTMENT TRUST	168,000	For
Fidelity	149,437	For
Northern Trust	97,611	For
Global X	93,468	For
MFS	91,220	For
Direxion Shares ETF Trust	87,791	For
ProShares	85,725	For
Aberdeen	63,800	For
AIG/SunAmerica	57,924	For
Pacific Life	54,805	For
Bridge Builder Trust	39,826	For
First Trust	28,701	For
New York Life	25,063	For
SEI	23,268	For
AQR	21,417	For
Guggenheim	18,738	For
Blackstone Alternative Investment Funds	18,500	For
John Hancock	17,579	For

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

4. Election of three Class III directors to serve on the board of directors, each for a three-year term expiring at the 2028 Annual Meeting of Stockholders: Rachel K. King

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-20.

Combines 2 wordings of this item as funds reported it.

67% Majority: yes · of votes cast

FOR 67%AGAINST 33%

FOR: 38,346,660AGAINST: 19,134,990

NOVAVAX INC.’s own tally for this item (“Elect Director: Rachel K. King”): 38,346,660 for, 19,134,990 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 161,957,868 outstanding shares: 24% for, 12% against (35% of the company cast a for/against vote).

The 52 asset managers below cast 89% of the shares they voted on this item FOR (14,617,103 for, 1,856,222 against).

FOR 89%11%

FOR: 14,617,103 (88.6%)AGAINST: 1,856,222 (11.3%)ABSTAIN: 15,549 (0.1%)

Largest asset managers voting on “Election of three Class III directors to serve on the board of directors, each for a three-year term expiring ” at NOVAVAX INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	9,847,269	0	For
BlackRock	2,631,680	0	For
State Street	3,895	1,002,615	Against
Charles Schwab	992,143	0	For
TIAA	0	311,761	Against
Equitable	79,447	162,210	Against
Lincoln Financial	100,704	112,900	Against
HUSSMAN INVESTMENT TRUST	168,000	0	For
Fidelity	120,822	28,615	For
Northern Trust	97,611	0	For
Global X	0	93,468	Against
MFS	0	91,220	Against
Direxion Shares ETF Trust	87,791	0	For
ProShares	85,725	0	For
Aberdeen	63,800	0	For
AIG/SunAmerica	57,924	0	For
Pacific Life	54,805	0	For
Bridge Builder Trust	39,826	0	For
First Trust	28,701	0	For
New York Life	25,063	0	For
SEI	0	23,268	Against
AQR	21,417	0	For
Guggenheim	18,738	0	For
Blackstone Alternative Investment Funds	18,500	0	For
John Hancock	17,579	0	For

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

5. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2025-06-20.

84% Majority: yes · of votes cast

FOR 84%AGAINST 16%

FOR: 79,306,893AGAINST: 15,057,873

NOVAVAX INC.’s own tally for this item (“Proposal 3: Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025:”): 79,306,893 for, 15,057,873 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 161,957,868 outstanding shares: 49.0% for, 9% against (58% 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 (16,486,634 for, 2,240 against).

FOR 99.9%

FOR: 16,486,634 (100.0%)AGAINST: 2,240 (0.0%)

Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ” at NOVAVAX INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	9,847,269	0	For
BlackRock	2,631,680	0	For
State Street	1,006,454	56	For
Charles Schwab	992,143	0	For
TIAA	311,761	0	For
Equitable	241,657	0	For
Lincoln Financial	213,604	0	For
HUSSMAN INVESTMENT TRUST	168,000	0	For
Fidelity	149,437	0	For
Northern Trust	97,611	0	For
Global X	93,468	0	For
MFS	91,220	0	For
Direxion Shares ETF Trust	87,791	0	For
ProShares	85,725	0	For
Aberdeen	63,800	0	For
AIG/SunAmerica	57,924	0	For
Pacific Life	54,805	0	For
Bridge Builder Trust	39,826	0	For
First Trust	28,701	0	For
New York Life	25,063	0	For
SEI	23,268	0	For
AQR	21,417	0	For
Guggenheim	18,738	0	For
Blackstone Alternative Investment Funds	18,500	0	For
John Hancock	17,579	0	For

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

6. 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 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 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 161,957,868 outstanding shares: 15% for, 5% against (20% of the company cast a for/against vote).

The 3 asset managers below cast 100% of the shares they voted on this item FOR (150 for, 0 against).

FOR 100%

FOR: 150 (100.0%)

Largest asset managers voting on “The approval, on an advisory basis, of the compensation paid to our Named Executive Officers” at NOVAVAX INC., 2024-2025
Asset manager	For	Vote
Sky Investment Group LLC	100	For
First Trust	50	For
Echo45 Advisors LLC	0	--

Largest NOVAVAX INC. shareholders voting in 2024-2025

Ranked by the number of NOVAVAX INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 161,957,868 shares outstanding at the time of that meeting.

Top NOVAVAX INC. shareholders by shares voted, 2024-2025
#	Asset manager	% of shares outstanding
1	SHAH CAPITAL MANAGEMENT	7.52%
2	Vanguard	6.33%
3	BlackRock	2.62%
4	State Street	2.58%
5	Charles Schwab	1.23%
6	DE Shaw	0.81%
7	Deep Track Capital, LP	0.75%
8	Northern Trust	0.49%
9	Citadel	0.40%
10	COATUE MANAGEMENT LLC	0.39%

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 2024-2025 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	9.68%	13F
Shah Capital Management	9.09%	13D
BlackRock	8.01%	13F
State Street	4.35%	13F
BANK OF AMERICA CORP /DE/	4.11%	13G
D.E. Shaw	2.04%	13F
Citadel Advisors	1.75%	13F
Morgan Stanley	1.22%	13F
Northern Trust	0.87%	13F
Charles Schwab	0.83%	13F

Percentages above are of 161,957,868 shares outstanding, as reported by NOVAVAX INC. on its Form 10-Q dated 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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 2025-03-31. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At NOVAVAX INC.'s shareholder meeting held 2025-06-20, in the 2024-2025 proxy season, 257 asset managers reported how they voted on 6 ballot items in their SEC Form N-PX filings, covering 1,064 separate fund positions. On the most widely held item on that ballot — The approval, on an advisory basis, of the compensation of our Named Executive Officers. — FOR was 72% 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 2025-06-24.

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