NOVAVAX INC
For the period ended Jun 18, 2026. Filed Apr 27, 2026.
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Jun 18, 2026 · Filed Apr 27, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check all boxes that apply):
x No fee required.
o Fee paid previously with preliminary materials.
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
P
| 2026 proxy statement | 26 |
|---|
Novavax, Inc. (Nasdaq: NVAX) tackles some of the world’s most pressing health challenges with its scientific expertise in vaccines and its proven technology platform, including its Matrix-M™ adjuvant and protein-based nanoparticles.
Novavax’s corporate growth strategy focuses on maximizing the impact of our cutting-edge technology by forging partnerships for our Matrix-M adjuvant and research and development (R&D) assets while maintaining a lean and focused operating model.
| NOVAVAX 2025 FINANCIALS AT A GLANCE | |
|---|---|
| $1.1B | Total revenue in 2025 |
| 42% | Reduction to Non-GAAP Combined R&D and SG&A expenses, as compared to 2024(1) |
| $857M | Cash position as of December 31, 2025(2) |
| 40% | Reduction to total liabilities, as compared to year end 2024 |
(1)Non-GAAP Combined R&D and SG&A Expenses net of partner reimbursement.
(2)Cash position includes cash, cash equivalents, marketable securities, restricted cash and accounts receivable.
| LETTER FROM OUR CEO | |
|---|---|
| DEAR NOVAVAX STOCKHOLDER:You are cordially invited to our Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, June 18, 2026, beginning at 8:30 a.m. Eastern Time. In an effort to encourage greater stockholder participation at our Annual Meeting, this year’s Annual Meeting will be held in a virtual meeting format only. You can virtually attend the live webcast of the Annual Meeting at www.virtualshareholdermeeting.com/NVAX2026. We are pleased to also provide a copy of our 2025 Annual Report to Stockholders with this Proxy Statement.Your vote is important, and we hope you will be able to attend the Annual Meeting. You may vote over the Internet, by telephone, or, if you requested printed proxy materials, by mailing a proxy card or voting instruction form. Please review the instructions for each of your voting options described in this Proxy Statement. We look forward to speaking with you at our Annual Meeting. | |
| In 2025, we made significant progress on our corporate strategy, successfully achieving key milestones under our Sanofi agreement while making meaningful progress towards new partnerships. We signed multiple MTAs that enabled experimentation with our Matrix-M® adjuvant technology while also advancing our own early-stage R&D pipeline. | Sincerely,JOHN C. JACOBSPresident and Chief Executive OfficerApril 27, 2026 |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, JUNE 18, 2026
TO THE STOCKHOLDERS OF NOVAVAX, INC.:
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Novavax, Inc., a Delaware corporation (the “Company,” “Novavax,” “we,” or “us”), will be held:
| WHEN | VIRTUAL WEBCAST | RECORD DATE | ||
| Thursday, June 18, 20268:30 a.m. Eastern Time | www.virtualshareholdermeeting.com/NVAX2026 | Stockholders of record at the close of business on April 23, 2026 are entitled to notice of and to vote |
|---|
Matters to Be Voted on at the Annual Meeting
| Proposal | |
|---|---|
| 1 | 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 |
| 2 | Advisory vote to approve the compensation of our Named Executive Officers |
| 3 | Amendment and restatement of the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the “2015 Stock Plan”), to increase the number of shares of Common Stock available for issuance thereunder by 9,400,000 shares |
| 4 | 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 shares of Common Stock |
| 5 | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 |
| 6 | Transaction of such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof |
The Board of Directors has fixed the close of business on April 23, 2026 (the “Record Date”) as the record date for determining stockholders of the Company entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. The following Proxy Statement is included with the Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2025, which contains financial statements and other information of interest to stockholders, and is being mailed or made available to our Record Date stockholders on or about April 27, 2026.
By Order of the Board of Directors,Mark J. CaseyExecutive Vice President, Chief Legal Officer and Corporate Secretary
Gaithersburg, Maryland
April 27, 2026
| Whether or not you plan to attend the virtual webcast of the Annual Meeting, please promptly vote over the Internet or by telephone as per the instructions on the enclosed proxy or complete, sign and date the enclosed proxy and mail it promptly in the accompanying envelope. Postage is not needed if mailed in the United States. | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS ANNUAL MEETING TO BE HELD ON JUNE 18, 2026Our Notice of Annual Meeting, Proxy Statement, and Annual Report are available free of charge at www.virtualshareholdermeeting.com/NVAX2026 |
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PROXY STATEMENT
Table of Contents
| 1 | Proxy Summary |
| 8 | Board of Directors and Corporate Governance |
| 8 | Proposal 1—Election of Directors |
| 8 | Nominees for Election as Class I Directors |
| 10 | Directors Continuing as Class II Directors |
| 12 | Directors Continuing as Class III Directors |
| 14 | Information Regarding the Board and Corporate Governance Matters |
| 14 | Board Leadership Structure and Role in Risk Oversight |
| 16 | Board Committees |
| 22 | Nomination Procedures |
| 23 | Corporate Governance Guidelines |
| 23 | Our Commitment to Sustainability |
| 24 | Stock Ownership Guidelines |
| 24 | Code of Conduct |
| 25 | Stockholder Communications with the Board of Directors |
| 25 | Certain Relationships and Related Transactions |
| 25 | Compensation Committee Interlocks and Insider Participation |
| 26 | Compensation of Directors |
| 29 | Executive Officers and Compensation |
| 29 | Proposal 2—Advisory Vote on Executive Compensation (Say-on-Pay) |
| 30 | Executive Officers |
| 33 | Compensation Discussion and Analysis |
| 49 | Compensation Committee Report |
| 50 | Executive Compensation Tables |
| 50 | Summary Compensation Table |
| 51 | Grants of Plan-Based Awards Table |
| 52 | Outstanding Equity Awards at 2025 Fiscal Year End |
| 53 | Options Exercised and Stock Vested |
| 54 | Overview of Employment and Change In Control Agreements |
| 58 | Potential Payments Upon Termination or Change in Control |
| 60 | 2025 CEO Pay Ratio |
| 61 | Pay Versus Performance |
| 67 | Proposal 3—Amendment and Restatement of the 2015 Stock Plan |
| 69 | Existing Equity Plan Information |
| 80 | Proposal 4—Amendment and Restatement of the ESPP |
| 86 | Audit Matters |
| 86 | Proposal 5—Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026 |
| 86 | Fees and Services |
| 87 | Audit Committee Pre-Approval Policies and Procedures |
| 88 | Audit Committee Report |
| 89 | Stock Ownership Information |
| 91 | Information about the Annual Meeting and Voting |
| 98 | Additional Information |
| 98 | Stockholder Proposals |
| 99 | Other Matters |
| 100 | Appendix A |
| 116 | Appendix B |
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