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 16, 2022 (the "Annual Meeting"), the Company's stockholders of record at the close of business on April 19, 2022 (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 2,400,0000 shares and to limit the annual non-employee director compensation to $1.5 million and $1 million for the chairman of the board and board members, respectively.

A description of the Amended 2015 Stock Plan was set forth in the Company's Definitive Proxy Statement on Form 14A filed with the U.S. Securities and Exchange Commission on May 2, 2022 ("2022 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 550,000 shares, such that the number of shares available for issuance is the lesser of (a) 1,100,000 shares of Common Stock increased each year by 5% and (b) 1,650,000 shares of Common Stock.

A description of the Amended ESPP was set forth in the Company's 2022 Proxy Statement and is incorporated herein by reference. The description of the Amended ESPP is qualified in its entirety by reference to the full text of the Amended ESPP, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

As previously disclosed, the Company held its Annual Meeting on June 16, 2022, at which only stockholders as of the Record Date were entitled to vote. As of the Record Date, there were 78,129,523 shares of Common Stock outstanding and entitled to vote at the Annual Meeting of which 45,415,149 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 III nominees for director, each to serve a three-year term expiring at the 2025 Annual Meeting of Stockholders:





Name                     For     Withheld  Broker Non-Votes

Rachel K. King 22,100,473 4,336,033 18,978,643 James F. Young, Ph.D. 18,653,223 7,783,283 18,978,643

Proposal 2: Stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers in 2021:





   For      Against  Abstaining Broker Non-Votes
19,618,798 6,574,169  243,539      18,978,643

Proposal 3: Stockholders did not approve the amendment and restatement of the Second Amended and Restated Certificate of Incorporation of Novavax, Inc. to eliminate the supermajority voting provision:





   For      Against  Abstaining Broker Non-Votes
22,658,678 3,574,579  203,249      18,978,643

Proposal 4: Stockholders did not approve the amendment and restatement of the Amended and Restated By-Laws (the "By-Laws") of Novavax, Inc. to eliminate the supermajority provision:





   For      Against  Abstaining Broker Non-Votes
22,669,329 3,567,304  199,873      18,978,643

Proposal 5: Stockholders did not approve the amendment and restatement of the By-Laws to permit stockholder access to proxy statement of Novavax, Inc. with respect to the nomination of directors:





   For      Against  Abstaining Broker Non-Votes
23,734,588 2,523,062  178,856      18,978,643

Proposal 6: Stockholders approved the amendment and restatement of the Novavax, Inc. Amended and Restated 2015 Stock Plan to increase the number of shares of Common Stock available for issuance thereunder by 2,400,000 shares, and to limit the annual non-employee director compensation to $1.5 million and $1 million for the chairman of the board and board members, respectively:





   For      Against  Abstaining Broker Non-Votes
20,247,486 6,096,187   92,833      18,978,643

Proposal 7: 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 550,000 shares, such that the number of shares available for issuance is the lesser of (a) 1,100,000 shares of Common Stock increased each year by 5% and (b) 1,650,000 shares of Common Stock:





   For      Against  Abstaining Broker Non-Votes
21,453,213 4,894,870   88,423      18,978,643

Proposal 8: Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022:





   For      Against  Abstaining Broker Non-Votes
41,312,718 3,237,282  865,149          -

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 C of the Registrant's
            Definitive Proxy Statement filed on May 2, 2022 in connection with the
            Annual Meeting held on June 16, 2022 (File No. 000-26770)).
  10.2        Amended and Restated Novavax, Inc. 2013 Employee Stock Purchase Plan
            (Incorporated by reference to Appendix D of the Registrant's
            Definitive Proxy Statement filed on May 2, 2022 in connection with the
            Annual Meeting held on June 16, 2022 (File No. 000-26770)).
104         Cover Page Interactive Data File (formatted as Inline XBRL).

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