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Novavax, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Novavax, Inc.’s Form 8-K, filed 2026-06-23 (Item 5.07 on EDGAR). Page generated 02 October 2026.

7Reported items
270Asset managers
1,485Fund votes
2026-06-18Meeting date

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

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

Official 2025-2026 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 2026-06-23 (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 2026-06-18
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: John C. Jacobs	43,479,777	27,127,783	768,456	--	27,742,750	Majority: yes
Elect Director: Gregg H. Alton, J.D.	41,352,504	29,160,512	863,000	--	27,742,750	Majority: yes
Elect Director: Richard J. Rodgers	42,600,088	27,885,191	890,737	--	27,742,750	Majority: yes
Proposal 2: Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers:	35,779,461	34,858,658	737,897	--	27,742,750	Majority: yes
Proposal 3: Stockholders approved the amendment and restatement of the Novavax, Inc	38,225,768	32,606,575	543,673	--	27,742,750	Majority: yes
Proposal 4: Stockholders approved the amendment and restatement of the Novavax, Inc	35,988,154	33,864,973	1,522,889	--	27,742,750	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, 2026:	72,876,827	23,562,092	2,679,847	--	--	Majority: yes

This meeting is also recorded here as 2026-06-17; both records come from the same filing, so the date should be checked against it.

Source: Novavax, Inc., Form 8-K, filed with the SEC on 2026-06-23 — read the filing on EDGAR.

How asset managers voted at the Novavax, Inc. 2025-2026 meeting

Each item below shows how the 270 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 of our Named Executive Officers.

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

Combines 10 wordings of this item as funds reported it.

50.7% Majority: yes · of votes cast

FOR 50.7%AGAINST 49.3%

FOR: 35,779,461AGAINST: 34,858,658

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:”): 35,779,461 for, 34,858,658 against, per its Form 8-K filed 2026-06-23 (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 164,438,119 outstanding shares: 22% for, 21% against (43% of the company cast a for/against vote).

The 269 asset managers below cast 47.9% of the shares they voted on this item FOR (20,297,889 for, 22,047,807 against).

FOR 47.9%AGAINST 52.1%

FOR: 20,297,889 (47.9%)AGAINST: 22,047,807 (52.1%)ABSTAIN: 12,969 (0.0%)

Largest asset managers voting on “The approval, on an advisory basis, of the compensation of our Named Executive Officers.” at Novavax, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
SHAH CAPITAL MANAGEMENT	0	14,830,349	0	Against
State Street	4,008,494	29,618	0	For
BlackRock	3,835,763	45,871	665	For
Vanguard	3,241,475	83,817	2	For
Charles Schwab	2,793,051	0	0	For
DE Shaw	0	2,174,921	0	Against
Fidelity	1,313,214	650,988	0	For
GEODE CAPITAL MANAGEMENT, LLC	1,421,177	0	0	For
MARSHALL WACE, LLP	1,192,193	0	0	For
Northern Trust	0	752,024	0	Against
PACIFIC INVESTMENT MANAGEMENT CO LLC	0	571,145	0	Against
Assenagon Asset Management S.A.	0	368,235	0	Against
Goldman Sachs	344,734	11,898	0	For
First Trust	96	342,286	0	Against
MELLON INVESTMENTS Corp	273,853	0	0	For
WisdomTree	266,142	0	0	For
UBS	0	209,026	0	Against
MASSACHUSETTS FINANCIAL SERVICES CO /MA/	191,999	0	0	For
T. Rowe Price	0	188,615	0	Against
Two Sigma	0	167,747	0	Against
AllianceBernstein	0	162,413	0	Against
ALPS ETF Trust	0	160,682	0	Against
SEI	152,260	0	0	For
Equitable	32,634	108,250	0	Against
PARAMETRIC PORTFOLIO ASSOCIATES LLC	138,496	0	0	For

Showing the 25 largest of 269 asset managers. See all 269 in the interactive database.

2. AMENDMENT AND RESTATEMENT OF THE NOVAVAX, INC. AMENDED AND RESTATED 2015 STOCK INCENTIVE PLAN, AS AMENDED, TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER BY 9,400,000 SHARES.

COMPENSATION

Combines 2 wordings of this item as funds reported it.

99.9% fund support · no official result

FOR 99.8%

The 54 asset managers below cast 99.9% of the shares they voted on this item FOR (11,497,976 for, 9,397 against).

FOR: 11,497,976 (99.8%)AGAINST: 9,397 (0.1%)ABSTAIN: 11,632 (0.1%)

Largest asset managers voting on “AMENDMENT AND RESTATEMENT OF THE NOVAVAX, INC. AMENDED AND RESTATED 2015 STOCK INCENTIVE PLAN, AS AMENDED, TO ” at Novavax, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	3,108,622	5,786	2	For
State Street	2,118,515	2,737	0	For
Fidelity	1,629,595	0	0	For
Charles Schwab	1,396,466	0	0	For
BlackRock	1,332,101	0	0	For
First Trust	340,448	0	0	For
WisdomTree	266,142	0	0	For
ALPS ETF Trust	160,682	0	0	For
Equitable	140,884	0	0	For
MFS	136,573	0	0	For
ProShares	119,515	0	0	For
Lincoln Financial	100,900	0	0	For
Direxion Shares ETF Trust	94,305	0	0	For
SEI Exchange Traded Funds	70,226	0	0	For
Jackson National	59,486	0	0	For
TIAA	48,616	0	0	For
AIG/SunAmerica	41,067	0	0	For
Bridge Builder Trust	36,297	0	0	For
ETF Opportunities Trust	34,343	0	0	For
Voya	24,172	0	0	For
John Hancock	23,675	0	0	For
SEI	23,268	0	0	For
AQR	22,321	0	0	For
DWS	20,931	0	0	For
Goldman Sachs	19,981	0	0	For

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

3. Election of three Class I directors to serve on the Board of Directors, each for a three-year term expiring at the 2029 Annual Meeting of Stockholders: Gregg H. Alton, J.D.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

59% Majority: yes · of votes cast

FOR 59%AGAINST 41%

FOR: 41,352,504AGAINST: 29,160,512

Novavax, Inc.’s own tally for this item (“Elect Director: Gregg H. Alton, J.D.”): 41,352,504 for, 29,160,512 against, per its Form 8-K filed 2026-06-23 (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 164,438,119 outstanding shares: 25% for, 18% against (43% of the company cast a for/against vote).

The 53 asset managers below cast 94% of the shares they voted on this item FOR (10,822,603 for, 702,325 against).

FOR 94%

FOR: 10,822,603 (93.8%)AGAINST: 702,325 (6.1%)ABSTAIN: 11,633 (0.1%)

Largest asset managers voting on “Election of three Class I directors to serve on the Board of Directors, each for a three-year term expiring at” at Novavax, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	3,111,489	2,919	3	For
State Street	2,121,252	0	0	For
Fidelity	1,317,314	312,281	0	For
Charles Schwab	1,396,466	0	0	For
BlackRock	1,332,101	0	0	For
First Trust	340,448	0	0	For
WisdomTree	266,142	0	0	For
ALPS ETF Trust	160,682	0	0	For
Equitable	32,634	108,250	0	Against
MFS	0	136,573	0	Against
ProShares	119,515	0	0	For
Lincoln Financial	100,900	0	0	For
Direxion Shares ETF Trust	94,305	0	0	For
SEI Exchange Traded Funds	0	70,226	0	Against
Jackson National	59,486	0	0	For
TIAA	48,616	0	0	For
AIG/SunAmerica	41,067	0	0	For
Bridge Builder Trust	36,297	0	0	For
ETF Opportunities Trust	34,343	0	0	For
Voya	24,172	0	0	For
John Hancock	23,675	0	0	For
SEI	0	23,268	0	Against
AQR	22,321	0	0	For
DWS	20,931	0	0	For
Goldman Sachs	19,981	0	0	For

Showing the 25 largest of 53 asset managers. See all 53 in the interactive database.

4. Election of three Class I directors to serve on the Board of Directors, each for a three-year term expiring at the 2029 Annual Meeting of Stockholders: John C. Jacobs

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

62% Majority: yes · of votes cast

FOR 62%AGAINST 38%

FOR: 43,479,777AGAINST: 27,127,783

Novavax, Inc.’s own tally for this item (“Elect Director: John C. Jacobs”): 43,479,777 for, 27,127,783 against, per its Form 8-K filed 2026-06-23 (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 164,438,119 outstanding shares: 26% for, 16% against (43% of the company cast a for/against vote).

The 53 asset managers below cast 97% of the shares they voted on this item FOR (11,212,567 for, 312,362 against).

FOR 97%

FOR: 11,212,567 (97.2%)AGAINST: 312,362 (2.7%)ABSTAIN: 11,632 (0.1%)

Largest asset managers voting on “Election of three Class I directors to serve on the Board of Directors, each for a three-year term expiring at” at Novavax, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	3,114,328	81	2	For
State Street	2,121,252	0	0	For
Fidelity	1,317,314	312,281	0	For
Charles Schwab	1,396,466	0	0	For
BlackRock	1,332,101	0	0	For
First Trust	340,448	0	0	For
WisdomTree	266,142	0	0	For
ALPS ETF Trust	160,682	0	0	For
Equitable	140,884	0	0	For
MFS	136,573	0	0	For
ProShares	119,515	0	0	For
Lincoln Financial	100,900	0	0	For
Direxion Shares ETF Trust	94,305	0	0	For
SEI Exchange Traded Funds	70,226	0	0	For
Jackson National	59,486	0	0	For
TIAA	48,616	0	0	For
AIG/SunAmerica	41,067	0	0	For
Bridge Builder Trust	36,297	0	0	For
ETF Opportunities Trust	34,343	0	0	For
Voya	24,172	0	0	For
John Hancock	23,675	0	0	For
SEI	23,268	0	0	For
AQR	22,321	0	0	For
DWS	20,931	0	0	For
Goldman Sachs	19,981	0	0	For

Showing the 25 largest of 53 asset managers. See all 53 in the interactive database.

5. Election of three Class I directors to serve on the Board of Directors, each for a three-year term expiring at the 2029 Annual Meeting of Stockholders: Richard J. Rodgers

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

60% Majority: yes · of votes cast

FOR 60%AGAINST 40%

FOR: 42,600,088AGAINST: 27,885,191

Novavax, Inc.’s own tally for this item (“Elect Director: Richard J. Rodgers”): 42,600,088 for, 27,885,191 against, per its Form 8-K filed 2026-06-23 (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 164,438,119 outstanding shares: 26% for, 17% against (43% of the company cast a for/against vote).

The 53 asset managers below cast 96% of the shares they voted on this item FOR (11,095,078 for, 429,850 against).

FOR 96%

FOR: 11,095,078 (96.2%)AGAINST: 429,850 (3.7%)ABSTAIN: 11,633 (0.1%)

Largest asset managers voting on “Election of three Class I directors to serve on the Board of Directors, each for a three-year term expiring at” at Novavax, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	3,108,636	5,771	3	For
State Street	2,118,578	2,674	0	For
Fidelity	1,317,314	312,281	0	For
Charles Schwab	1,396,466	0	0	For
BlackRock	1,332,101	0	0	For
First Trust	340,448	0	0	For
WisdomTree	266,142	0	0	For
ALPS ETF Trust	160,682	0	0	For
Equitable	32,634	108,250	0	Against
MFS	136,573	0	0	For
ProShares	119,515	0	0	For
Lincoln Financial	100,900	0	0	For
Direxion Shares ETF Trust	94,305	0	0	For
SEI Exchange Traded Funds	70,226	0	0	For
Jackson National	59,486	0	0	For
TIAA	48,616	0	0	For
AIG/SunAmerica	41,067	0	0	For
Bridge Builder Trust	36,297	0	0	For
ETF Opportunities Trust	34,343	0	0	For
Voya	24,172	0	0	For
John Hancock	23,675	0	0	For
SEI	23,268	0	0	For
AQR	22,321	0	0	For
DWS	20,931	0	0	For
Goldman Sachs	19,981	0	0	For

Showing the 25 largest of 53 asset managers. See all 53 in the interactive database.

6. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 2 wordings of this item as funds reported it.

76% Majority: yes · of votes cast

FOR 76%AGAINST 24%

FOR: 72,876,827AGAINST: 23,562,092

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, 2026:”): 72,876,827 for, 23,562,092 against, per its Form 8-K filed 2026-06-23 (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 164,438,119 outstanding shares: 44% for, 14% against (59% of the company cast a for/against vote).

The 53 asset managers below cast 99.9% of the shares they voted on this item FOR (11,524,803 for, 123 against).

FOR 99.8%

FOR: 11,524,803 (99.9%)AGAINST: 123 (0.0%)ABSTAIN: 11,635 (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., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	3,114,347	60	5	For
State Street	2,121,189	63	0	For
Fidelity	1,629,595	0	0	For
Charles Schwab	1,396,466	0	0	For
BlackRock	1,332,101	0	0	For
First Trust	340,448	0	0	For
WisdomTree	266,142	0	0	For
ALPS ETF Trust	160,682	0	0	For
Equitable	140,884	0	0	For
MFS	136,573	0	0	For
ProShares	119,515	0	0	For
Lincoln Financial	100,900	0	0	For
Direxion Shares ETF Trust	94,305	0	0	For
SEI Exchange Traded Funds	70,226	0	0	For
Jackson National	59,486	0	0	For
TIAA	48,616	0	0	For
AIG/SunAmerica	41,067	0	0	For
Bridge Builder Trust	36,297	0	0	For
ETF Opportunities Trust	34,343	0	0	For
Voya	24,172	0	0	For
John Hancock	23,675	0	0	For
SEI	23,268	0	0	For
AQR	22,321	0	0	For
DWS	20,931	0	0	For
Goldman Sachs	19,981	0	0	For

Showing the 25 largest of 53 asset managers. See all 53 in the interactive database.

7. Amendment and restatement of the Novavax, Inc. 2013 Employee Stock Purchase Plan, as amended (the "ESPP"), to increase the number of shares of Common Stock available for issuance under the ESPP by 1,000,000 shares, such that the number of shares available for issuance is the lesser of (a) 3,375,888 shares of Common Stock increased on January 1 of each year by 5% of the share pool and (b) 4,820,564

COMPENSATION

Combines 3 wordings of this item as funds reported it.

86% fund support · no official result

FOR 86%14%

The 52 asset managers below cast 86% of the shares they voted on this item FOR (9,945,388 for, 1,572,639 against).

FOR: 9,945,388 (86.3%)AGAINST: 1,572,639 (13.7%)ABSTAIN: 5 (0.0%)

Largest asset managers voting on “Amendment and restatement of the Novavax, Inc. 2013 Employee Stock Purchase Plan, as amended (the "ESPP"), to ” at Novavax, Inc., 2025-2026
Asset manager	For	Against	Abstain	Vote
Vanguard	3,105,781	8,625	5	For
State Street	2,117,947	3,305	0	For
Fidelity	1,629,595	0	0	For
Charles Schwab	0	1,396,466	0	Against
BlackRock	1,332,101	0	0	For
First Trust	340,448	0	0	For
WisdomTree	266,142	0	0	For
ALPS ETF Trust	160,682	0	0	For
Equitable	140,884	0	0	For
MFS	136,573	0	0	For
ProShares	119,515	0	0	For
Lincoln Financial	100,900	0	0	For
Direxion Shares ETF Trust	94,305	0	0	For
SEI Exchange Traded Funds	0	70,226	0	Against
Jackson National	59,486	0	0	For
TIAA	48,616	0	0	For
AIG/SunAmerica	41,067	0	0	For
Bridge Builder Trust	36,297	0	0	For
ETF Opportunities Trust	34,343	0	0	For
Voya	24,172	0	0	For
John Hancock	23,675	0	0	For
SEI	0	23,268	0	Against
AQR	22,321	0	0	For
DWS	20,931	0	0	For
Goldman Sachs	0	19,981	0	Against

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

Largest Novavax, Inc. shareholders voting in 2025-2026

Ranked by the number of Novavax, Inc. shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 164,438,119 shares outstanding at the time of that meeting.

Top Novavax, Inc. shareholders by shares voted, 2025-2026
#	Asset manager	% of shares outstanding
1	SHAH CAPITAL MANAGEMENT	9.02%
2	State Street	2.46%
3	BlackRock	2.36%
4	Vanguard	2.02%
5	Charles Schwab	1.70%
6	DE Shaw	1.32%
7	Fidelity	1.19%
8	GEODE CAPITAL MANAGEMENT, LLC	0.86%
9	MARSHALL WACE, LLP	0.73%
10	Northern Trust	0.46%

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 2025-2026 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	9.41%	13F
Shah Capital Management	8.95%	13D
BlackRock	7.81%	13F
STATE STREET CORPORATION	7.14%	13G
D.E. Shaw	4.92%	13F
BANK OF AMERICA CORP /DE/	4.05%	13G
Morgan Stanley	2.26%	13F
Citadel Advisors	1.17%	13F
Goldman Sachs	1.09%	13F
Point72	0.94%	13F

Percentages above are of 164,438,119 shares outstanding, as reported by Novavax, Inc. on its Form 10-Q dated 2026-04-30 (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 Novavax, Inc.’s 10-Q dated 2026-04-30. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At Novavax, Inc.'s shareholder meeting held 2026-06-18, in the 2025-2026 proxy season, 270 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,485 separate fund positions. Their filings are grouped here into 7 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 on that ballot — The approval, on an advisory basis, of the compensation of our Named Executive Officers. — FOR was 50.7% 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 2026-06-23.

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