Key insights
- Moderna amended its bylaws to designate federal courts for Securities Act claims, following Delaware law changes. Shareholders re-elected directors, approved executive pay (non-binding), and ratified Ernst & Young as auditor. The vote to hold advisory votes on executive compensation annually suggests some shareholder scrutiny, potentially creating mild downward pressure on the stock.
Moderna, Inc. (NASDAQ:MRNA) announced Monday that its board of directors approved an amendment to the company’s bylaws on May 6. The amendment designates the federal district courts of the United States as the exclusive forum for resolving complaints under the Securities Act of 1933, unless the company consents in writing to an alternative forum. This change was made in response to recent amendments to the General Corporation Law of the State of Delaware regarding forum selection provisions, according to a press release statement based on a recent SEC filing.
Also on May 6, Moderna held its 2026 Annual Meeting of Stockholders, where all agenda items were put to a vote. The company reported that a quorum was present.
For the election of directors, Sandra Horning, M.D., and Abbas Hussain were each elected to serve as Class II directors for a three-year term expiring at the 2029 Annual Meeting. Horning received 210,914,932 votes in favor and 49,357,015 against, with 331,868 abstentions and 41,911,864 broker non-votes. Hussain received 256,398,374 votes in favor and 4,015,044 against, with 190,397 abstentions and 41,911,864 broker non-votes.
Shareholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 169,401,841 votes for, 90,761,924 against, and 440,050 abstaining. There were 41,911,864 broker non-votes on this proposal.
Regarding the frequency of future advisory votes on executive compensation, shareholders voted to hold such votes every year. The results were 259,590,666 votes for one year, 113,043 for two years, 618,688 for three years, and 281,418 abstentions.
Additionally, shareholders ratified the appointment of Ernst & Young LLP as Moderna’s independent registered public accounting firm for the year ending December 31, 2026, with 298,823,277 votes for, 3,406,479 against, and 285,923 abstaining.
No other matters were submitted to or voted on by stockholders at the meeting. All information is based on a press release statement and the company’s SEC filing.
In other recent news, Moderna Inc. announced positive Phase 3 results for its seasonal influenza vaccine candidate, mRNA-1010, which demonstrated a relative vaccine efficacy of 26.6% compared to a standard-dose flu vaccine. The findings were published in the New England Journal of Medicine, highlighting the potential of Moderna’s mRNA technology in flu prevention. Additionally, Moderna confirmed its ongoing research into an mRNA-based hantavirus vaccine, developed in collaboration with Korea University and the U.S. Army Medical Research Institute of Infectious Diseases.
In the financial realm, Moderna’s first-quarter 2026 results revealed COVID-19 revenue of $352 million, surpassing consensus estimates of $232 million. This revenue beat was largely attributed to international markets, including a significant UK payment. Following these results, RBC Capital raised its price target for Moderna to $38, maintaining a Sector Perform rating. Similarly, BofA Securities increased its price target to $32, although it retained an Underperform rating, noting that Moderna’s revenue exceeded both its own and consensus expectations. These developments reflect Moderna’s ongoing efforts in vaccine innovation and its financial performance in the global market.
This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.