Moderna, Inc. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to §240.14a-12

Moderna, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Table of contents
7	Proposal No. 1 Election of Directors
11	Governance
23	Director Compensation
26	Certain Relationships and Related Party Transactions
28	ESG Topics
32	Management
35	Proposal No. 2 Non-binding Advisory Vote to Approve the Compensation of our Named Executive Officers
36	Executive Compensation
69	Compensation and Talent Committee Report
70	Security Ownership of Certain Beneficial Owners and Management
72	Proposal No. 3 Ratification of Appointment of Independent Registered Public Accounting Firm
74	Audit Committee Report
75	Shareholder Proposal – Report on Feasibility of Transferring Intellectual Property
78	Information about the 2023 Annual Meeting of Stockholders

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Notice of Annual Meeting of Stockholders

WEDNESDAY, MAY 3, 2023
8:00 a.m., Eastern Time
www.virtualshareholdermeeting.com/MRNA2023
HOW TO VOTE Review your proxy statement and vote in one of three ways:
	Internet www.proxyvote.com
	Telephone 1-800-690-6903
	Mail Complete, sign, date, and return your proxy card or voting instruction form


YOUR VOTE IS IMPORTANT. Even if you plan to participate in the Annual Meeting, we urge you to submit your proxy in advance to ensure your shares are represented. This will not affect your right to participate in the meeting and to vote your shares at that time. For additional information on voting and participating in the meeting, please see “Information About the 2023 Annual Meeting of Stockholders” beginning on page 78.

To the Stockholders of Moderna, Inc.:

You are cordially invited to the Annual Meeting of Stockholders of Moderna, Inc., which will be held on Wednesday, May 3, 2023, beginning at 8:00 a.m., Eastern Time (the Annual Meeting), for the following purposes:

To elect three Class II directors, each to serve for a three-year term expiring at the 2026 annual meeting of stockholders;

To approve, on a non-binding, advisory basis, the compensation of our named executive officers;

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023;

To vote on a shareholder proposal requesting a report on the feasibility of transferring intellectual property; and

To transact such other business as may be properly brought before the Annual Meeting or any adjournment or postponement thereof.

The Annual Meeting will be conducted virtually. You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/MRNA2023. You also will be able to vote your shares electronically during the Annual Meeting. For more information about our virtual Annual Meeting, please see “Information About the 2023 Annual Meeting of Stockholders” beginning on page 78.

Our Board of Directors has fixed the close of business on March 8, 2023, as the Record Date for determining the stockholders that are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2022, are first being mailed on or about March 16, 2023, to all stockholders entitled to vote at the Annual Meeting. These materials also are available at www.proxyvote.com, using the control number provided with your materials.

By order of the Board of Directors,

Stéphane Bancel

Chief Executive Officer and Director

Cambridge, Massachusetts

March 15, 2023

moderna 2023 Proxy statement | 1

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Proxy Summary

This summary highlights certain information from this Proxy Statement, but does not contain all the information that you should consider. Please read the entire Proxy Statement before voting your shares. For more complete information regarding Moderna’s 2022 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2022.

When

Where

Record date

Wednesday, May 3, 2023,

at 8:00 a.m., Eastern time.

The meeting will be held virtually at

www.virtualshareholdermeeting.com/MRNA2023

March 8, 2023

Meeting Agenda

The matters we will act upon at the Annual Meeting are:

Proposal	Board voting recommendation	Where to find more information
Elect three Class II directors, each for a three-year term	FOR all nominees	Page 7
Approve, on a non-binding, advisory basis, the compensation of our named executive officers	FOR	Page 35
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023	FOR	Page 72
Shareholder Proposal – Report on Feasibility of Transferring Intellectual Property	AGAINST	Page 75

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Director Nominees

Name	Age	Independent	Principal occupation	Committees*					Other public boards	Director since
Class II directors nominated for re-election for a three-year term				Audit	Comp	Nom Gov	Prod	Sci Tech
Stephen Berenson	62		Managing Partner, Flagship Pioneering						1	2017
Sandra Horning, M.D.	74		Former Chief Medical Officer and Global Head of Product Development, Roche						3	2020
Paul Sagan	64		Senior Advisor, General Catalyst						1	2018
Continuing directors
Noubar Afeyan, Ph.D. Chairman	60		CEO, Flagship Pioneering; Co-founder and Chairman, Moderna						1	2010 Chairman since 2012
Stéphane Bancel

SEC Form DEF 14A filed by Moderna Inc.