UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 under §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

	2		Proxy Summary

	8		Proposal No. 1: Election of Directors

	14		Governance

	26		Director Compensation

	28		Certain Relationships and Related Party Transactions

	29		ESG Topics

	33		Management

	35		Proposal No. 2: Non-binding Advisory Vote to Approve the Compensation of our Named Executive Officers

	36		Letter from the Compensation and Talent Committee

	38		Executive Compensation

	73		Compensation and Talent Committee Report

	74		Security Ownership of Certain Beneficial Owners and Management

	76		Proposal No. 3: Ratification of Appointment of Independent Registered Public Accounting Firm

	78		Audit Committee Report

	79		Proposal No. 4: Amend Our Certificate of Incorporation to Provide Shareholders the Right to Call a Special Meeting

	81		Proposal No. 5: Amend Our Certificate of Incorporation to Reflect New Delaware Law Provisions Allowing for Officer Exculpation

	83		Information about the 2024 Annual Meeting of Shareholders

	88		Appendix A

	89		Appendix B

Back to Contents

Notice of Annual Meeting
of Shareholders

MONDAY, MAY 6, 2024

8:00 a.m., Eastern Time

www.virtualshareholdermeeting.com/MRNA2024


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 2024 Annual Meeting of Shareholders” beginning on page 83.

To the Shareholders of Moderna, Inc.:

You are cordially invited to the Annual Meeting of Shareholders of Moderna, Inc., which will be held on Monday, May 6, 2024, beginning at 8:00 a.m., Eastern Time (the Annual Meeting), for the following purposes:

1.	To elect three Class III directors, each to serve for a three-year term expiring at the 2027 annual meeting of shareholders;
2.	To approve, on a non-binding, advisory basis, the compensation of our named executive officers;
3.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024;
4.	To approve a management proposal to amend our Certificate of Incorporation to provide shareholders the right to call a special meeting;
5.	To approve a management proposal to amend our Certificate of Incorporation to reflect new Delaware law provisions allowing for officer exculpation; and
6.	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/MRNA2024. 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 2024 Annual Meeting of Shareholders” beginning on page 83.

Our Board of Directors has fixed the close of business on March 7, 2024, as the Record Date for determining the shareholders 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, 2023, are first being mailed on or about March 21, 2024, to all shareholders 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 21, 2024

Notice of Annual Meeting of Shareholders

Notice of Annual Meeting
of Shareholders

SEC Form DEF 14A filed by Moderna Inc.