Morning. I'm Noubar Afeyan, Chairman of the Board of Moderna. Thank you for joining us this morning, and welcome to the Moderna Special Meeting of Shareholders. I'm accompanied today by Stéphane Bancel, our CEO and a fellow director, and Shannon Klinger, our Chief Legal Officer and Corporate Secretary. Ms. Klinger will serve as the Secretary for this meeting. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in your Notice of Special Meeting and Proxy Statement, which was sent to all shareholders of record as of the close of business on September 30, 2025. Following the presentation of the proposals and before the polling is closed, there will be an opportunity for shareholders to submit questions specific to those items.
After the formal part of our meeting, we will also address relevant questions that are submitted by shareholders through the virtual meeting platform. The meeting will be conducted in accordance with the rules of conduct that you have access to on the meeting website. Will the Secretary please report at this time with respect to the mailing of the Notice of the Meeting and the shareholders' list?
Thank you, Mr. Chairman. A complete list of the shareholders of record of the company's common stock on September 30, 2025, the record date for this meeting, has been on file with my office for the last 10 days prior to the date of this meeting and has been available for inspection by any shareholder during that period at any time during normal business hours in accordance with Delaware law. I also have an affidavit certifying that commencing October 15, 2025, the company's Notice of Special Meeting of Shareholders, Proxy Statement, and Proxy Card were deposited in the United States Mail to each of the shareholders of record at the close of business on September 30, 2025.
At this time, I'd like to introduce Jennifer Borden. Ms. Borden has been appointed by the Board to act as Inspector of Election at this meeting. She has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the meeting. Her function is to decide upon the qualifications of voters, accept their votes, and when ballot in all matters is completed, to tally the votes. Will the Secretary please report at this time with respect to the existence of a quorum?
I have been informed by the Inspector of Election that proxies have been received for at least the majority of the shares of common stock outstanding on the record date. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.
Will the Secretary please review the voting procedures?
Voting today is by proxy and virtual ballot. It is not necessary for shareholders to vote by virtual ballot if they have already submitted their proxy cards, unless they wish to change their vote. Virtual ballots are available for any shareholder who wishes to vote by virtual ballot or to change their vote. Shareholders who are logged in using their control number may change their vote by clicking on the vote link on the website. Your submission of a virtual ballot will revoke all prior proxies. Each share of common stock is entitled to one vote.
We will now proceed with the formal business of this meeting in the agenda that is accessible to you on the meeting website. There are two matters to be considered by the shareholders at this meeting: approval of a one-time stock option exchange program for non-executive employees and approval of a proposal to adjourn the special meeting to a later date or dates if necessary. The Secretary will now declare the polls open.
The virtual voting tab is now open for voting on all matters to be presented. The virtual voting tab will be closed to voting after we go through the matters to be voted upon. Questions that are specific to these items may be submitted on the platform.
The first item of business is the approval of a one-time stock option exchange program for non-executive committee employees. Passage of Proposal One requires that a majority of the votes properly cast for or against the proposal be voted for the proposal. The Board of Directors unanimously recommends that shareholders vote for this proposal. The second item of business today is the approval of a proposal to adjourn the special meeting to a later date or dates if necessary. Proposal Two requires that a majority of the votes properly cast for or against the proposal be voted for the proposal. The Board unanimously recommends that shareholders vote for this proposal. We will now proceed with the voting. Anyone who is voting by virtual ballot and has not already done so during the meeting, please click on the voting button on the virtual platform and mark your virtual ballot now.
We will give everyone a moment to mark their virtual ballots. The Inspector of Election will not accept virtual ballots, proxies, or votes or any changes or revocations submitted after the closing of the polls. The time is now 8:05 A.M. on November 12, 2025, and the polls for each matter to be voted on at this meeting are now closed for voting. No additional virtual ballots, proxies, or votes, and no changes or revocations will be accepted. May we have the preliminary results of the voting?
The preliminary report of the Inspector of Election covering the proposals presented at this meeting is as follows. Proposal One: to approve a one-time stock option exchange program for non-executive employees has received the requisite number of votes in favor and is approved. Proposal Two: to approve a proposal to adjourn the special meeting to a later date if necessary has received the requisite number of votes in favor and is approved. However, because Proposal One has received sufficient shareholder support, it is not necessary to adjourn the meeting to a later date. The final results of voting, including any virtual ballots and proxies recorded during this meeting, will be set forth in the report of the Inspector of Election and will be included in the minutes of this meeting.
We will report the final voting results on a current report on Form 8-K to be filed with the SEC within four business days.
Thank you, Shannon. I declare that all of the management proposals presented at the meeting have been approved by the shareholders, and there being no further business, the special meeting is adjourned. We solicited questions in advance of the meeting from shareholders but did not receive any that are germane to the business of the special meeting. Thank you all for attending today's meeting, and thank you for your continued support.
The meeting has now concluded. Thank you for joining, and have a pleasant day.