Novavax Appoints New CEO, Dr. John C. Jacobs

TL;DR

Novavax just named Dr. John C. Jacobs the new CEO, replacing Dr. Gregory M. Glenn. Jacobs was already President.

AI Summary

On June 13, 2024, Novavax, Inc. announced the appointment of Dr. John C. Jacobs as its new Chief Executive Officer, succeeding Dr. Gregory M. Glenn. Dr. Jacobs, who previously served as Novavax's President and Chief Business Officer, will also join the company's Board of Directors. The company also announced the departure of Dr. Glenn from his roles as CEO and Board member, effective June 14, 2024.

Why It Matters

This leadership change at Novavax, a company focused on vaccine development, could signal a shift in strategic direction and operational focus under new executive leadership.

Risk Assessment

Risk Level: medium — CEO changes can introduce uncertainty regarding future strategy and execution, impacting investor confidence and company performance.

Key Players & Entities

• Novavax, Inc. (company) — The company filing the report.
• Dr. John C. Jacobs (person) — Appointed as new Chief Executive Officer.
• Dr. Gregory M. Glenn (person) — Departing Chief Executive Officer.
• June 13, 2024 (date) — Date of the earliest event reported.
• June 14, 2024 (date) — Effective date of Dr. Glenn's departure.

FAQ

Key Financial Figures

• $0.01 — registered Common Stock, Par Value $0.01 per share NVAX The Nasdaq Global Se

Filing Documents

• tm2417354d1_8k.htm (8-K) — 45KB
• 0001104659-24-071735.txt ( ) — 214KB
• nvax-20240613.xsd (EX-101.SCH) — 3KB
• nvax-20240613_lab.xml (EX-101.LAB) — 33KB
• nvax-20240613_pre.xml (EX-101.PRE) — 22KB
• tm2417354d1_8k_htm.xml (XML) — 3KB

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amended and Restated 2015 Stock Incentive Plan As described in Item 5.07 below, at the Annual Meeting of Stockholders of Novavax, Inc. (the "Company") held on June 13, 2024 (the "Annual Meeting"), the Company's stockholders of record at the close of business on April 22, 2024 (the "Record Date") approved the proposal to amend and restate the Company's Amended and Restated 2015 Stock Incentive Plan, as amended (such amendment and restatement, the "Amended 2015 Stock Plan") to increase the number of shares of the Company's common stock, par value $0.01 ("Common Stock"), available for issuance thereunder by 6,500,000 shares of Common Stock. A description of the Amended 2015 Stock Plan was set forth in the Company's Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the "SEC") on April 29, 2024 (as amended by Amendment No. 1 filed with the SEC on June 5, 2024, the "2024 Proxy Statement") and is incorporated herein by reference. The description of the Amended 2015 Stock Plan is qualified in its entirety by reference to the full text of the Amended 2015 Stock Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Amended and Restated 2013 Employee Stock Purchase Plan As described in Item 5.07 below, at the Annual Meeting, the Company's stockholders of record on the Record Date approved the proposal to amend and restate the Company's 2013 Employee Stock Purchase Plan, as amended (such amendment and restatement, the "Amended ESPP"), 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 is the lesser of (a) 2,155,000 shares of Common Stock increased on January 1 of each year by 5% of the share po

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. As previously disclosed, the Company held its Annual Meeting on June 13, 2024, at which only stockholders as of the Record Date were entitled to vote. As of the Record Date, there were 140,402,521 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, of which 75,760,181 shares were represented by proxy, constituting a quorum on all matters voted upon. The final voting results of the Annual Meeting are as follows: Proposal 1 : Stockholders elected the following Class II nominees for director, each to serve a three-year term expiring at the 2027 Annual Meeting of Stockholders: Name For Against Abstain Broker Non-Votes Richard H. Douglas, Ph.D. 25,482,021 17,594,381 813,977 31,869,802 Margaret G. McGlynn 22,863,609 20,289,783 736,987 31,869,802 David Mott 23,071,117 20,040,155 779,107 31,869,802 Proposal 2 : Stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers in 2023: For Against Abstain Broker Non-Votes 24,187,672 8,695,357 11,007,350 31,869,802 Proposal 3 : Stockholders approved the 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: For Against Abstain Broker Non-Votes 22,436,050 20,948,176 506,153 31,869,802 Proposal 4 : Stockholders approved the amendment and restatement of the Novavax, Inc. 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 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 and (b) 3,510,264 shares of Common Stock: For Against Abstain Broker Non-Votes 23,175,855 10,022,324 10,692,200 31,869,802 Propo

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Amended and Restated Novavax, Inc. 2015 Stock Incentive Plan (Incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement filed on April 29, 2024 in connection with the Annual Meeting held on June 13, 2024 (File No. 000-26770)). 10.2 Amended and Restated Novavax, Inc. 2013 Employee Stock Purchase Plan (Incorporated by reference to Appendix B of the Registrant's Definitive Proxy Statement filed on April 29, 2024 in connection with the Annual Meeting held on June 13, 2024 (File No. 000-26770)). 104 Cover Page Interactive Data File (formatted as Inline XBRL). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NOVAVAX, INC. Date: June 14, 2024 /s/ Mark J. Casey Name: Mark J. Casey Title: Executive Vice President, Chief Legal Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR