Moderna Inc.
05/09/2024 | Press release | Distributed by Public on 05/09/2024 04:01
Submission of Matters to a Vote of Security Holders - Form 8-K
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further described under Item 5.07 of this Current Report on Form 8-K (this "Form 8-K"), at the 2024 Annual Meeting (as defined below) of Moderna, Inc. (the "Company"), and upon the recommendation of the Board of Directors (the "Board") of the Company, the Company's stockholders approved (i) a Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter") to provide shareholders holding no less than 20% of the Company's outstanding shares the right to call a special meeting of stockholders (the "Special Meeting Amendment") and (ii) a Certificate of Amendment to the Charter to provide for the exculpation of the Company's executive officers, as permitted under Delaware law (the "Officer Exculpation Amendment" and, together with the Special Meeting Amendment, the "Amendments"). The Amendments were previously approved by the Board, subject to stockholder approval.
The Amendments are described in detail under "Proposal No. 4: Amend Our Certificate of Incorporation to Provide Shareholders the Right to Call a Special Meeting" and "Proposal No. 5: Amend Our Certificate of Incorporation to Reflect New Delaware Law Provisions Allowing for Officer Exculpation" beginning on pages 79 and 81, respectively, of the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 21, 2024 (the "Proxy Statement") in connection with the Annual Meeting. The text of the Amendments was included as Appendix A and Appendix B to the Proxy Statement.
Each of the Amendments became effective upon the Company's filing the Amendments with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") on May 8, 2024. The Board also approved a Restated Certificate of Incorporation of the Company (the "Restated Certificate"), integrating all amendments to date to the Charter pursuant to Section 245 of the Delaware General Corporation Law, which became effective upon filing with the Delaware Secretary of State on May 8, 2024.
The foregoing descriptions of the Amendments and the Restated Certificate do not purport to be complete and are qualified in their entirety by reference to the full text of the Restated Certificate, a copy of which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
Additionally, the Board previously approved a corresponding amendment to the Company's Second Amended and Restated By-laws (the "By-laws"), subject to stockholder approval of the Special Meeting Amendment, to include safeguards and requirements for calling special meetings, as described on page 80 of the Proxy Statement. The By-laws became effective on May 8, 2024. A copy of the By-laws, as amended, is filed as Exhibit 3.2 to this Form 8-K and incorporated by reference.