Good morning. I'm Noubar Afeyan, Chairman of the Board of Moderna. Thank you for joining us this morning, welcome to the Moderna 2026 Annual Meeting of Shareholders. Before I call the meeting to order, I'd like to introduce to you the members of the Board and the executives who are joining us today. I'm accompanied today by Stéphane Bancel, our CEO, a fellow director. The rest of our Board is joining us virtually today. Sandra Horning, Abbas Hussain, Betsy Nabel, François Nader, David Rubenstein, Liz Tallett. Moderna is fortunate to have such a capable and committed Board who partner with management in making sure Moderna can have as positive an impact on human health as possible.
The members of Moderna's executive committee joining us in person and virtually today are David Berman, Jerh Collins, Tracey Franklin, Stephen Hoge, Shannon Klinger, Rose Loughlin, and Jamey Mock. Ms. Klinger, Moderna's Chief Legal Officer and Corporate Secretary, will serve as the secretary for this meeting. We're also joined today by Chris Pereira, the lead partner for Ernst & Young, Moderna's independent registered public accounting firm, who's available to respond to appropriate questions. 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 annual meeting and proxy statement, which was sent to all shareholders of record as of the close of business on March 9, 2026. 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 March 9, 2026, 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 March 16, 2026, the company's annual report on Form 10-K, annual meeting notice, 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 March 9, 2026, designated to receive full set delivery.
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 to 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 then balloting on all matters is completed to finally tally the votes. Will the Secretary please report at this time with respect to the existence of a quorum?
I've been informed by the Inspector of Election that proxies have been received for at least a 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 four matters to be considered by the shareholders at this meeting: the election of directors, approval of a non-binding advisory vote to approve the compensation of our executive officers, approval of a non-binding advisory vote on the frequency of future advisory votes to approve the executive compensation of our named executive officers, and the ratification of the independent registered public accounting firm, Ernst & Young, for the year ended December 31, 2026. 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 election of the Class 2 directors to serve until the 2029 annual meeting and until their successors are duly elected and qualified or such directors' earlier death, resignation, or removal. Based on the recommendation of the Nominating and Corporate Governance Committee of the board, the nominees for Class 2 director are Sandra Horning and Abbas Hussain. Both nominees are current members of our board, and each have consented to serve if elected. For Proposal 1, the election of each Class 2 director requires an affirmative vote from a majority of votes properly cast. No other persons having been nominated in accordance with the company's amended and restated bylaws. The nominations are now closed. The board of directors unanimously recommends that shareholders vote in favor of each nominee.
The second item of business today is the approval on a non-binding advisory basis of the compensation of our named executive officers. As required by Section 14A of the Exchange Act, the board is providing shareholders with an opportunity to approve, on a non-binding advisory basis, the compensation of our named executive officers as described in detail in the proxy. The board unanimously recommends that shareholders vote for approval on a non-binding advisory basis of the compensation of the company's named executive officers. The third item of business today is the approval of a non-binding advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers. The board unanimously recommends that shareholders vote for every 1 year on the frequency of future non-binding advisory votes to approve the compensation of the company's named executive officers.
The 4th and final item of business today is the ratification of the selection by the audit committee of the Board of Directors of Ernst & Young as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2026. For proposal 4, a majority of the votes properly cast is required in order to ratify the appointment of Ernst & Young. In the event that a majority of the votes properly cast do not ratify the appointment of Ernst & Young, we will review our future appointment of Ernst & Young. We will now proceed with the voting. Anyone who is voting by virtual ballot and has not yet 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 elections will not accept virtual ballots, proxies, or votes, or any changes or revocations submitted after the closing of the polls. The time is 8:07 A.M. on May 6th, 2026, 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. Regarding the first proposal, each of Sandra Horning and Abbas Hussain has received the requisite number of votes in favor of their election, and each has been elected as a class 2 director. The second proposal, to approve on a non-binding advisory basis the compensation of our named executive officers, has received the requisite number of votes in favor, and the compensation of the named executive officers is approved. The third proposal, to approve a non-binding advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers, has received the requisite number of votes in favor of one year, and the frequency of future advisory votes to approve the compensation of our named executive officers shall be every one year.
The fourth proposal, to ratify the selection of Ernst & Young as the company's independent registered public accounting firm for the year ending December 31st, 2026, has received the requisite number of votes in favor of their ratification. The appointment is ratified. 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 elections and will be included in the minutes of the meeting. We will report our final voting results on a current report on Form 8-K to be filed with the SEC within 4 business days.
I declare that all of the management proposals presented at the meeting have been ratified or approved by the shareholders. Let me congratulate our colleagues, Sandra Horning and Abbas Hussain, for their re-election. There being no further business, the annual 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 annual meeting. Thank you all for attending today's meeting, and thank you for your continued support.
This now concludes the meeting. Thank you for joining, and have a pleasant day.