NOVAVAX INC — Call Transcript 2026

Good day, thank you for standing by. I would now like to turn the call over to John Jacobs, CEO of Novavax. Please go ahead. Good morning, thank you everyone for joining us today. I'm pleased to be together with all of you for our 2026 annual meeting of stockholders. Before we begin, I'd like to thank the members of our Board of Directors, including our Chairman, David Mott, who are in attendance this morning. I'm pleased to introduce additional representatives from our executive leadership team that are here with us today, including Jim Kelly, our Chief Financial Officer and Treasurer, and Mark Casey, our Chief Legal Officer and Corporate Secretary, who will conduct the business portion of today's meeting. Following the business portion of the meeting, I will make some brief closing remarks. The meeting will now officially come to order. With that, I'd like to hand it over to Mark Casey. Mark? Thank you, John. This meeting was called by our Board of Directors through a resolution taken on April 19th, 2026. Notice of this meeting was furnished by the company on or about April 27, 2026, to every holder of record of the company's common stock as of April 23rd, 2026, the record date for this meeting. We will file proof of mailing of notice of the meeting with the records of this meeting. On the virtual meeting webpage, you will find the agenda and the rules of conduct for today's meeting. Please review these rules carefully. Note that only stockholders who are logged into the meeting under their unique control number will be able to vote at today's meeting. The Board of Directors has appointed James Raitt of American Election Services as the Inspector of Elections for this meeting. The Inspector of Election has prepared a report stating that the holders of at least one-third of the shares of common stock of the company issued and outstanding and entitled to vote at the meeting are present virtually or represented by proxy at this meeting, thus, a quorum is present. Any stockholders who wish to vote their shares electronically at this meeting may do so by clicking on the voting link on the screen. If you have already submitted a proxy vote, you need not vote via the web portal unless you wish to change your vote. We are now ready to proceed with the business of the meeting. I will explain each of the items on the agenda then call a vote with respect to all items. After that, we will close the polls, tally the votes, report preliminary results before we adjourn. It is now 8:32 A.M. Eastern Time on June 18th, 2026, and the polls are open for all matters to be considered at this meeting. The first item on the agenda is the election of Mr. John Jacobs, Mr. Gregg Alton, and Mr. Richard Rodgers as Class I directors to the Board of Directors of the company, each for a three-year term expiring at the company's 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal. The qualifications of Mr. Jacobs, Mr. Alton, and Mr. Rodgers were described in the proxy statement accompanying the notice of this meeting. The second item on the agenda is a proposal to approve, on an advisory, non-binding basis, the compensation paid to our named executive officers as of December 31st, 2025. The detailed description of the named executive officers' compensation can be found on pages 29 through 49 of the proxy statement. The third item on the agenda is a proposal to approve the amendment and restatement of the Novavax, Inc Amended and Restated 2015 Stock Incentive Plan, as amended the 2015 plan, to increase the number of shares of common stock available for issuance thereunder by 9.4 million shares. The detailed description of the amendment and restatement of the 2015 stock plan can be found on pages 67 through 79 of the proxy statement. The fourth item on the agenda is a proposal to approve the 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 one million shares. The detailed description of the amendment and restatement of the ESPP can be found on pages 80 through 85 of the proxy statement. The fifth item on the agenda is a ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The detailed description of the appointment of Ernst & Young LLP can be found on pages 86 through 88 of the proxy statement. The company has not received notice from any of its stockholders as required under its bylaws of any other matter to be considered at this meeting. Therefore, no other proposals may be properly introduced by stockholders. Stockholders who have voted by proxy or the web portal and do not want to change their vote do not need to take any further action. There being no further discussion of proposals, we will now proceed with the final voting and the closing of the polls. Please vote on the web portal if you've not already done so. It is now 8:35 A.M. Eastern Time. I declare that the polls are officially closed. Mr. Raitt has provided a report of the Inspector of Elections, I will now provide the following preliminary results. Proposals one, two, three, four, and five were each approved by a majority of the votes cast. The stockholders have approved the election of Mr. Jacobs, Mr. Alton, and Mr. Rodgers as Class I directors of the company. On an advisory non-binding basis, the compensation paid to our named executive officers, the amendment and restatement of the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 9.4 million shares, the amendment and restatement of the Novavax, Inc 2013 Employee Stock Purchase Plan to increase the number of shares of common stock available for issuance thereunder by 1 million shares, and the ratification and appointment of Ernst & Young LLP as the company's independent registered public accounting firm. Final voting results will be made available to the public on a Form 8-K, which will be timely filed with the SEC on EDGAR. That concludes the formal portion of the meeting. I now motion to adjourn the meeting. Do I have a second? Seconded. This meeting is formally adjourned. I would like to turn the call over to John Jacobs for some brief closing remarks. Thank you, Mark. I'd like to thank you all again for joining us today for our 2026 annual meeting of stockholders. We appreciate the support of our stockholders and remain committed to our work while delivering returns on your investment. We look forward to sharing additional updates over the coming months and on our next quarterly earnings call. Thank you. This concludes the meeting. You may now disconnect.

Speaker 3: Good day, thank you for standing by. I would now like to turn the call over to John Jacobs, CEO of Novavax. Please go ahead. Good day, thank you for standing by. good day thank you for standing by I would now like to turn the call over to John Jacobs, CEO of Novavax. i would now like to turn the call over to john jacobs ceo of novavax Please go ahead. please go ahead

Speaker 1: Good morning, thank you everyone for joining us today. I'm pleased to be together with all of you for our 2026 annual meeting of stockholders. Before we begin, I'd like to thank the members of our Board of Directors, including our Chairman, David Mott, who are in attendance this morning. I'm pleased to introduce additional representatives from our executive leadership team that are here with us today, including Jim Kelly, our Chief Financial Officer and Treasurer, and Mark Casey, our Chief Legal Officer and Corporate Secretary, who will conduct the business portion of today's meeting. Following the business portion of the meeting, I will make some brief closing remarks. The meeting will now officially come to order. With that, I'd like to hand it over to Mark Casey. Mark? Good morning, thank you everyone for joining us today. good morning thank you everyone for joining us today I'm pleased to be together with all of you for our 2026 annual meeting of stockholders. i'm pleased to be together with all of you for our 2026 annual meeting of stockholders Before we begin, I'd like to thank the members of our Board of Directors, including our Chairman, David Mott, who are in attendance this morning. before we begin i'd like to thank the members of our board of directors including our chairman david mott who are in attendance this morning I'm pleased to introduce additional representatives from our executive leadership team that are here with us today, including Jim Kelly, our Chief Financial Officer and Treasurer, and Mark Casey, our Chief Legal Officer and Corporate Secretary, who will conduct the business portion of today's meeting. i'm pleased to introduce additional representatives from our executive leadership team that are here with us today including jim kelly our chief financial officer and treasurer and mark casey our chief legal officer and corporate secretary who will conduct the business portion of today's meeting Following the business portion of the meeting, I will make some brief closing remarks. following the business portion of the meeting i will make some brief closing remarks The meeting will now officially come to order. the meeting will now officially come to order With that, I'd like to hand it over to Mark Casey. with that i'd like to hand it over to mark casey Mark? mark

Speaker 2: Thank you, John. This meeting was called by our Board of Directors through a resolution taken on April 19th, 2026. Notice of this meeting was furnished by the company on or about April 27, 2026, to every holder of record of the company's common stock as of April 23rd, 2026, the record date for this meeting. We will file proof of mailing of notice of the meeting with the records of this meeting. On the virtual meeting webpage, you will find the agenda and the rules of conduct for today's meeting. Please review these rules carefully. Note that only stockholders who are logged into the meeting under their unique control number will be able to vote at today's meeting. The Board of Directors has appointed James Raitt of American Election Services as the Inspector of Elections for this meeting. Thank you, John. thank you john This meeting was called by our Board of Directors through a resolution taken on April 19th, 2026. this meeting was called by our board of directors through a resolution taken on april 19th 2026 Notice of this meeting was furnished by the company on or about April 27, 2026, to every holder of record of the company's common stock as of April 23rd, 2026, the record date for this meeting. notice of this meeting was furnished by the company on or about april 27 2026 to every holder of record of the company's common stock as of april 23rd 2026 the record date for this meeting We will file proof of mailing of notice of the meeting with the records of this meeting. we will file proof of mailing of notice of the meeting with the records of this meeting On the virtual meeting webpage, you will find the agenda and the rules of conduct for today's meeting. on the virtual meeting webpage you will find the agenda and the rules of conduct for today's meeting Please review these rules carefully. please review these rules carefully Note that only stockholders who are logged into the meeting under their unique control number will be able to vote at today's meeting. note that only stockholders who are logged into the meeting under their unique control number will be able to vote at today's meeting The Board of Directors has appointed James Raitt of American Election Services as the Inspector of Elections for this meeting. the board of directors has appointed james raitt of american election services as the inspector of elections for this meeting The Inspector of Election has prepared a report stating that the holders of at least one-third of the shares of common stock of the company issued and outstanding and entitled to vote at the meeting are present virtually or represented by proxy at this meeting, thus, a quorum is present. Any stockholders who wish to vote their shares electronically at this meeting may do so by clicking on the voting link on the screen. If you have already submitted a proxy vote, you need not vote via the web portal unless you wish to change your vote. We are now ready to proceed with the business of the meeting. I will explain each of the items on the agenda then call a vote with respect to all items. After that, we will close the polls, tally the votes, report preliminary results before we adjourn. The Inspector of Election has prepared a report stating that the holders of at least one-third of the shares of common stock of the company issued and outstanding and entitled to vote at the meeting are present virtually or represented by proxy at this meeting, thus, a quorum is present. the inspector of election has prepared a report stating that the holders of at least one-third of the shares of common stock of the company issued and outstanding and entitled to vote at the meeting are present virtually or represented by proxy at this meeting thus a quorum is present Any stockholders who wish to vote their shares electronically at this meeting may do so by clicking on the voting link on the screen. any stockholders who wish to vote their shares electronically at this meeting may do so by clicking on the voting link on the screen If you have already submitted a proxy vote, you need not vote via the web portal unless you wish to change your vote. if you have already submitted a proxy vote you need not vote via the web portal unless you wish to change your vote We are now ready to proceed with the business of the meeting. we are now ready to proceed with the business of the meeting I will explain each of the items on the agenda then call a vote with respect to all items. i will explain each of the items on the agenda then call a vote with respect to all items After that, we will close the polls, tally the votes, report preliminary results before we adjourn. after that we will close the polls tally the votes report preliminary results before we adjourn It is now 8:32 A.M. Eastern Time on June 18th, 2026, and the polls are open for all matters to be considered at this meeting. The first item on the agenda is the election of Mr. John Jacobs, Mr. Gregg Alton, and Mr. Richard Rodgers as Class I directors to the Board of Directors of the company, each for a three-year term expiring at the company's 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal. The qualifications of Mr. Jacobs, Mr. Alton, and Mr. Rodgers were described in the proxy statement accompanying the notice of this meeting. The second item on the agenda is a proposal to approve, on an advisory, non-binding basis, the compensation paid to our named executive officers as of December 31st, 2025. It is now 8:32 A.M. it is now 8:32 a.m Eastern Time on June 18th, 2026, and the polls are open for all matters to be considered at this meeting. eastern time on june 18th 2026 and the polls are open for all matters to be considered at this meeting The first item on the agenda is the election of Mr. John Jacobs, Mr. Gregg Alton, and Mr. Richard Rodgers as Class I directors to the Board of Directors of the company, each for a three-year term expiring at the company's 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal. the first item on the agenda is the election of mr john jacobs mr gregg alton and mr richard rodgers as class i directors to the board of directors of the company each for a three-year term expiring at the company's 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier resignation or removal The qualifications of Mr. Jacobs, Mr. Alton, and Mr. Rodgers were described in the proxy statement accompanying the notice of this meeting. the qualifications of mr jacobs mr alton and mr rodgers were described in the proxy statement accompanying the notice of this meeting The second item on the agenda is a proposal to approve, on an advisory, non-binding basis, the compensation paid to our named executive officers as of December 31st, 2025. the second item on the agenda is a proposal to approve on an advisory non-binding basis the compensation paid to our named executive officers as of december 31st 2025 The detailed description of the named executive officers' compensation can be found on pages 29 through 49 of the proxy statement. The third item on the agenda is a proposal to approve the amendment and restatement of the Novavax, Inc Amended and Restated 2015 Stock Incentive Plan, as amended the 2015 plan, to increase the number of shares of common stock available for issuance thereunder by 9.4 million shares. The detailed description of the amendment and restatement of the 2015 stock plan can be found on pages 67 through 79 of the proxy statement. The fourth item on the agenda is a proposal to approve the 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 one million shares. The detailed description of the named executive officers' compensation can be found on pages 29 through 49 of the proxy statement. the detailed description of the named executive officers' compensation can be found on pages 29 through 49 of the proxy statement The third item on the agenda is a proposal to approve the amendment and restatement of the Novavax, Inc Amended and Restated 2015 Stock Incentive Plan, as amended the 2015 plan, to increase the number of shares of common stock available for issuance thereunder by 9.4 million shares. the third item on the agenda is a proposal to approve the amendment and restatement of the novavax inc amended and restated 2015 stock incentive plan as amended the 2015 plan to increase the number of shares of common stock available for issuance thereunder by 9.4 million shares The detailed description of the amendment and restatement of the 2015 stock plan can be found on pages 67 through 79 of the proxy statement. the detailed description of the amendment and restatement of the 2015 stock plan can be found on pages 67 through 79 of the proxy statement The fourth item on the agenda is a proposal to approve the 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 one million shares. the fourth item on the agenda is a proposal to approve the 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 one million shares The detailed description of the amendment and restatement of the ESPP can be found on pages 80 through 85 of the proxy statement. The fifth item on the agenda is a ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The detailed description of the appointment of Ernst & Young LLP can be found on pages 86 through 88 of the proxy statement. The company has not received notice from any of its stockholders as required under its bylaws of any other matter to be considered at this meeting. Therefore, no other proposals may be properly introduced by stockholders. Stockholders who have voted by proxy or the web portal and do not want to change their vote do not need to take any further action. The detailed description of the amendment and restatement of the ESPP can be found on pages 80 through 85 of the proxy statement. the detailed description of the amendment and restatement of the espp can be found on pages 80 through 85 of the proxy statement The fifth item on the agenda is a ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. the fifth item on the agenda is a ratification of the appointment of ernst & young llp as the company's independent registered public accounting firm for the fiscal year ending december 31st 2026 The detailed description of the appointment of Ernst & Young LLP can be found on pages 86 through 88 of the proxy statement. the detailed description of the appointment of ernst & young llp can be found on pages 86 through 88 of the proxy statement The company has not received notice from any of its stockholders as required under its bylaws of any other matter to be considered at this meeting. the company has not received notice from any of its stockholders as required under its bylaws of any other matter to be considered at this meeting Therefore, no other proposals may be properly introduced by stockholders. therefore no other proposals may be properly introduced by stockholders Stockholders who have voted by proxy or the web portal and do not want to change their vote do not need to take any further action. stockholders who have voted by proxy or the web portal and do not want to change their vote do not need to take any further action There being no further discussion of proposals, we will now proceed with the final voting and the closing of the polls. Please vote on the web portal if you've not already done so. It is now 8:35 A.M. Eastern Time. I declare that the polls are officially closed. Mr. Raitt has provided a report of the Inspector of Elections, I will now provide the following preliminary results. Proposals one, two, three, four, and five were each approved by a majority of the votes cast. The stockholders have approved the election of Mr. Jacobs, Mr. Alton, and Mr. Rodgers as Class I directors of the company. On an advisory non-binding basis, the compensation paid to our named executive officers, the amendment and restatement of the Novavax, Inc. There being no further discussion of proposals, we will now proceed with the final voting and the closing of the polls. there being no further discussion of proposals we will now proceed with the final voting and the closing of the polls Please vote on the web portal if you've not already done so. please vote on the web portal if you've not already done so It is now 8:35 A.M. it is now 8:35 a.m Eastern Time. eastern time I declare that the polls are officially closed. i declare that the polls are officially closed Mr. Raitt has provided a report of the Inspector of Elections, I will now provide the following preliminary results. mr raitt has provided a report of the inspector of elections i will now provide the following preliminary results Proposals one, two, three, four, and five were each approved by a majority of the votes cast. proposals one two three four and five were each approved by a majority of the votes cast The stockholders have approved the election of Mr. Jacobs, Mr. Alton, and Mr. Rodgers as Class I directors of the company. the stockholders have approved the election of mr jacobs mr alton and mr rodgers as class i directors of the company On an advisory non-binding basis, the compensation paid to our named executive officers, the amendment and restatement of the Novavax, Inc. on an advisory non-binding basis the compensation paid to our named executive officers the amendment and restatement of the novavax inc Amended and Restated 2015 Stock Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 9.4 million shares, the amendment and restatement of the Novavax, Inc 2013 Employee Stock Purchase Plan to increase the number of shares of common stock available for issuance thereunder by 1 million shares, and the ratification and appointment of Ernst & Young LLP as the company's independent registered public accounting firm. Final voting results will be made available to the public on a Form 8-K, which will be timely filed with the SEC on EDGAR. That concludes the formal portion of the meeting. I now motion to adjourn the meeting. Do I have a second? Amended and Restated 2015 Stock Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 9.4 million shares, the amendment and restatement of the Novavax, Inc 2013 Employee Stock Purchase Plan to increase the number of shares of common stock available for issuance thereunder by 1 million shares, and the ratification and appointment of Ernst & Young LLP as the company's independent registered public accounting firm. amended and restated 2015 stock incentive plan to increase the number of shares of common stock available for issuance thereunder by 9.4 million shares the amendment and restatement of the novavax inc 2013 employee stock purchase plan to increase the number of shares of common stock available for issuance thereunder by 1 million shares and the ratification and appointment of ernst & young llp as the company's independent registered public accounting firm Final voting results will be made available to the public on a Form 8-K, which will be timely filed with the SEC on EDGAR. final voting results will be made available to the public on a form 8-k which will be timely filed with the sec on edgar That concludes the formal portion of the meeting. that concludes the formal portion of the meeting I now motion to adjourn the meeting. i now motion to adjourn the meeting Do I have a second? do i have a second

Speaker 1: Seconded. Seconded. seconded

Speaker 2: This meeting is formally adjourned. I would like to turn the call over to John Jacobs for some brief closing remarks. This meeting is formally adjourned. this meeting is formally adjourned I would like to turn the call over to John Jacobs for some brief closing remarks. i would like to turn the call over to john jacobs for some brief closing remarks

Speaker 1: Thank you, Mark. I'd like to thank you all again for joining us today for our 2026 annual meeting of stockholders. We appreciate the support of our stockholders and remain committed to our work while delivering returns on your investment. We look forward to sharing additional updates over the coming months and on our next quarterly earnings call. Thank you. Thank you, Mark. thank you mark I'd like to thank you all again for joining us today for our 2026 annual meeting of stockholders. i'd like to thank you all again for joining us today for our 2026 annual meeting of stockholders We appreciate the support of our stockholders and remain committed to our work while delivering returns on your investment. we appreciate the support of our stockholders and remain committed to our work while delivering returns on your investment We look forward to sharing additional updates over the coming months and on our next quarterly earnings call. we look forward to sharing additional updates over the coming months and on our next quarterly earnings call Thank you. thank you

Speaker 3: This concludes the meeting. You may now disconnect. This concludes the meeting. this concludes the meeting You may now disconnect. you may now disconnect