Novavax, Inc. · NASDAQ:NVAX
Novavax — Proxy Contest (May 2021)
20 slides from Novavax's proxy contest presentation, May 24, 2021
Slide 1: Stockholder Ratification of April 2020 and June 2020 Equity Awards
Nasdaq: NVAX | May 24, 2021 STOCKHOLDER RATIFICATION OF APRIL 2020 AND JUNE 2020 EQUITY AWARDS
Slide 2: Important Information
2 novavax.com IMPORTANT INFORMATION Unless otherwise indicated, all references in this presentation to “Novavax” and the “Company” refer to Novavax, Inc. and its wholly - owned subsidiaries. NOVAVAX STOCKHOLDERS ARE ADVISED TO READ CAREFULLY THE DEFINITIV E PROXY STATEMENT FILED BY NOVAVAX, INC. ON
Slide 3: Forward-Looking Statements
3 novavax.com FORWARD - LOOKING STATEMENTS Information relating to future performance and business developments, including expectations regarding clinical development a nd manufacturing capacity, as well as anticipated actions related to the pending derivative litigation, constitute forward - lookin
Slide 4: Background
4 novavax.com www.website.com BACKGROUND
Slide 5: Novavax Began 2020 Facing Substantial Challenges
5 novavax.com NOVAVAX BEGAN 2020 FACING SUBSTANTIAL CHALLENGES ▪ The per share market price of Novavax common stock closed 2019 at $4.00 ▪ Novavax ended 2019 with $82.2 million in cash, cash equivalents and restricted cash and $325 million in debt; Novavax used $23.1 million of net cash in operating
Slide 6: COVID-Vaccine
6 novavax.com COVID - 19 VACCINE • Following emergence of the global pandemic, the Board focused Novavax on developing a COVID - 19 vaccine • The Board determined that retaining and motivating the team was necessary to advance these efforts • During the last 12 months, Novavax has successfully moved
Slide 7: The Equity Awards
7 novavax.com THE EQUITY AWARDS • In April 2020, the Compensation Committee and Board approved performance equity awards to retain and motivate Novavax employees, with vesting conditioned on initiating a Phase 2 clinical trial • In April 2020, the Compensation Committee recommended, and the Board ap
Slide 8: Derivative Litigation
8 novavax.com www.website.com DERIVATIVE LITIGATION
Slide 9: Litigation Challenging the Awards
9 novavax.com LITIGATION CHALLENGING THE AWARDS • A stockholder owning 392 shares commenced a derivative suit challenging: — the April 2020 awards to members of senior management and — the June 2020 annual awards to directors and promotional awards to two executives • The suit seeks to rescind the a
Slide 10: Allegations Regarding April 2020 Awards
10 novavax.com ALLEGATIONS REGARDING APRIL 2020 AWARDS • Three weeks after the April 2020 awards, Novavax announced a $384 million restated funding agreement with the Coalition for Epidemic Preparedness (CEPI) • The complaint claims the awards were “spring - loaded” because information concerning th
Slide 11: Allegations Regarding June 2020 Awards
11 novavax.com ALLEGATIONS REGARDING JUNE 2020 AWARDS • The complaint claims Novavax should have disclosed, prior to June 25, 2020, more about the potential Operation Warp Speed contract announced on July 7, 2020 • The defendants note — the grant date for the annual director awards was set in April
Slide 12: Novavax Response
12 novavax.com www.website.com NOVAVAX RESPONSE
Slide 13: Response to Derivative Litigation
13 novavax.com RESPONSE TO DERIVATIVE LITIGATION • The defendants filed a motion to dismiss • If the motion to dismiss is not granted, litigation will proceed to discovery and, potentially, trial • Novavax is obligated to fund the litigation under standard advancement obligations • Ratification vote
Slide 14: Novavax 2020 Stock Price Chart
14 novavax.com NOVAVAX 2020 STOCK PRICE CHART
Slide 15: Novavax's Remarkable 2020 Performance
15 novavax.com NOVAVAX’S REMARKABLE 2020 PERFORMANCE • Conducted successful U.S. and Australia Phase 1/2 clinical trials • Conducted successful U.K. Phase 3 clinical trial • Gathered critical data from S. Africa Phase 2b clinical trial • Built global supply chain with projected annual manufacturing
Slide 16: Prior Stockholder Action
16 novavax.com PRIOR STOCKHOLDER ACTION • The April 2020 awards were conditioned upon stockholder approval of pool increase at Novavax’s 2020 annual meeting of stockholders • Stockholders are being asked to reaffirm that approval with more specificity regarding the awards • The June awards also requ
Slide 17: Stockholder Ratification
17 novavax.com STOCKHOLDER RATIFICATION • If Novavax stockholders ratify the grants, then the defendants will seek summary judgment of the litigation based on that ratification • The proxy statement contains additional details regarding the awards, the ratification votes, and the allegations in the
Slide 18: Other Topics
18 novavax.com www.website.com OTHER TOPICS
Slide 19: Other Topics
19 novavax.com OTHER TOPICS • We are glad to discuss the other matters up for a vote at Novavax’s 2021 annual meeting of stockholders — Director elections (Margaret McGlynn, Richard Douglas, and David Mott) — Say on Pay — Increasing equity plan pool by 1.5 million shares — Ratification of EY selecti
Slide 20: Novavax Tomorrow's Vaccines Today
NOVAVAX 19 Tomorrow's Vaccines Today