Moderna Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two Class II directors (Sandra Horning, M.D. and Abbas Hussain) each to serve three-year terms expiring at the 2029 annual meeting.

2. 2

   Non-binding Advisory Vote to Approve the Compensation of Our Named Executive Officers

   ManagementBoard: FOR

   Advisory 'say-on-pay' to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the CD&A, compensation tables and narrative.

   More detail

   The proposal asks shareholders to approve, on a non-binding advisory basis, the compensation of Moderna’s named executive officers (NEOs) as disclosed in the proxy statement. Management seeks endorsement to confirm the board and Compensation and Talent Committee’s pay-for-performance philosophy, alignment of compensation with market practices, and the design choices made for 2025 (mix of stock options, PSUs, RSUs, annual bonus funding at 170% of target, and no special retention awards). Context includes significant cost reductions, advancement of pipeline, continued commercial transition from pandemic-era demand, and prior shareholder engagement (77% approval in 2025). The board recommends a FOR vote, arguing the compensation structure ties pay to long-term value creation via a high proportion of at-risk equity, rigorous performance metrics, shareholder engagement-informed changes (e.g., exclusion from the stock option exchange for executives), and governance safeguards (independent Compensation Committee, clawback policy, stock ownership requirements). Risks include heavy CEO pay concentrated in equity that may generate outsized realized pay if stock performance rebounds, potential optics of high payouts given revenue shortfalls, and remaining shareholder sensitivity to goal-setting and discretion used in bonus funding (e.g., capped payout adjustments). The recommendation is grounded in the Committee’s view that 2025 performance—particularly cost reductions and pipeline milestones—warrant the results and that the program preserves alignment while addressing shareholder feedback.

3. 3

   Non-binding Advisory Vote on the Frequency of Future Non-Binding Advisory Votes to Approve Executive Compensation

   ManagementBoard: FOR

   Advisory 'say-on-frequency' to select whether future non-binding advisory votes on executive compensation should occur every one, two, or three years; the Board recommends 'one year' (annual).

   More detail

   The proposal requests shareholders indicate, on a non-binding basis, whether they prefer future advisory votes on executive compensation to be held every one, two, or three years. Management recommends an annual vote to enable timely shareholder feedback on compensation policies and practices, aligning with ongoing engagement and transparency. The Board argues that an annual vote fosters continued dialogue and responsiveness, given the company’s evolving compensation design and operating environment. The proposal is routine and non-binding; it typically drives limited controversy but can reveal shareholder views on governance responsiveness. The board’s recommendation for one year reflects a desire for frequent engagement and accountability.

4. 4

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Ernst & Young LLP as Moderna’s independent registered public accounting firm for the year ending December 31, 2026.

5. 5

   Other Business

   Management

   Transact such other business as may properly come before the Annual Meeting or any adjournment.

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When is the Moderna Inc 2026 annual meeting?

Moderna Inc (MRNA) holds its 2026 annual shareholder meeting on Wednesday, May 6, 2026.

What is the record date for the Moderna Inc 2026 meeting?

The record date for the Moderna Inc 2026 meeting is Monday, March 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Moderna Inc's 2026 meeting?

The board is presenting 2 director nominees at the Moderna Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Moderna Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Moderna Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.