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NVAX

Novavax, Inc.

June 19, 2026 Author: Phil Ratcliff NVAX
Item Proposal Vote
1 Election of three Class I directors to serve on the Board of Directors, each for a three-year term expiring at the 2029 Annual Meeting of Stockholders
1a John C. Jacobs ✗ Against
1b Gregg H. Alton, J.D. ✓ For
1c Richard J. Rodgers ✓ For
2 The approval, on an advisory basis, of the compensation of our Named Executive Officers. ✓ For
3 Amendment and restatement of the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended, to increase the number of shares of Common Stock available for issuance thereunder by 9,400,000 shares. ✓ For
4 Amendment and restatement of the Novavax, Inc. 2013 Employee Stock Purchase Plan, as amended (the “ESPP”), to increase the number of shares of Common Stock available for issuance under the ESPP by 1,000,000 shares, such that the number of shares available for issuance is the lesser of (a) 3,375,888 shares of Common Stock increased on January 1 of each year by 5% of the share pool and (b) 4,820,564 shares of Common Stock. ✓ For
5 Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. ✓ For
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