Current Report Filing (8-k)
04 November 2020 - 9:28AM
Edgar (US Regulatory)
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0001000694
2020-10-31
2020-10-31
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): October 31, 2020
NOVAVAX, INC.
(Exact name of registrant as specified
in charter)
Delaware
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0-26770
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22-2816046
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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21 Firstfield Road
Gaithersburg, Maryland 20878
(Address of Principal Executive Offices,
including Zip Code)
(240) 268-2000
(Registrant’s telephone number,
including area code)
(Former name or former address, if changed
since last report.)
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, Par Value $0.01 per share
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NVAX
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The Nasdaq Global Select Market
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment
of Director Gregg H. Alton
On October 31, 2020, the Board of Directors
(the “Board”) of Novavax, Inc. (the “Company”) voted to increase the size of the Board from eight members
to nine members and to appoint Gregg H. Alton to the Board to fill the resulting vacancy. Mr. Alton will serve as a Class I director
and his term will expire at the Company’s 2023 annual meeting of stockholders. The Board has not appointed Mr. Alton to any
Board committees at this time. Mr. Alton will receive an annual retainer of $40,000 for his service on the Board. Mr. Alton was
granted a stock option award of 7,700 shares of Company common stock under the Company’s Amended and Restated 2015 Stock
Incentive Plan, as amended. There is no arrangement or understanding between Mr. Alton and any other person pursuant to which Mr.
Alton was selected as a director. The Board has affirmatively determined that Mr. Alton is independent and has no material direct
or indirect interest in a related party transaction that requires disclosure. Mr. Alton and the Company have entered into an indemnification
agreement (the “Indemnification Agreement”) which will provide indemnification protection for Mr. Alton in connection
with his service as a director of the Company. The Indemnification Agreement is substantially similar to the form filed as Exhibit
10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 16, 2010 and incorporated
herein by reference.
On November 3,
2020, the Company issued a press release announcing Mr. Alton’s appointment to the Board. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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.
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Novavax, Inc.
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Date: November 3, 2020
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By:
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/s/ John A. Herrmann III
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Name:
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John A. Herrmann III
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Title:
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Executive Vice President, Chief Legal Officer and Corporate Secretary
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