UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported) December 2, 2010
NOVAVAX,
INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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0-26770
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22-2816046
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||
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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9920
Belward Campus Drive
Rockville,
Maryland
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20850
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(240)
268-2000
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(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant
under
any of the following provisions (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01 Other Events.
Novavax
has formed a Flu and New Products Committee of the Board of Directors. The
members of the Flu and New Products Committee are Richard Douglas, Stanley Erck,
Gary C. Evans, Michael A. McManus, Jr., John O. Marsh, Jr., Rajiv I. Modi, Rahul
Singhvi, and James Young. The Flu and New Projects Committee was formed after
director John Lambert informed the Board of Directors that Mr. Lambert had
accepted a role as a member and Chair of the Supervisory Board of Mucosis B.V.,
a vaccine company with a lead product candidate targeting prevention of
influenza. Mr. Lambert accepted his role with Mucosis following his replacement
as Executive Chairman of Novavax. The Novavax Nominating and Corporate
Governance Committee recommended that the Board of Directors form the Flu and
New Products Committee in light of overlap in the businesses of Novavax and
Mucosis. The Board of Directors delegated the Flu and New Products Committee
authority to review, provide advice on, and make determinations regarding such
matters.
The Board
of Directors is committed to protecting the interests of Novavax and its
stockholders and determined that formation of the Flu and New Products Committee
is an appropriate step to advance that protection and to insure that
confidential information is safe-guarded. The Board of Directors is confident
that the Flu and New Products Committee is composed of individuals with the
requisite experience and judgment to guide the aspects of the company’s business
delegated to the committee’s oversight.
Mr.
Lambert objected to the formation of the Flu and New Products Committee and
expressed his position that the businesses of Novavax and Mucosis do not
overlap. Mr. Lambert objected despite having previously informed Novavax that,
if the Board of Directors had concerns, Mr. Lambert would support “a process to
allow segregation of information flow to maintain appropriate lines of
confidentiality.” Mr. Lambert did not consult with the Board of Directors, the
Nominating and Corporate Governance Committee, or the Executive Chairman prior
to accepting the role with Mucosis.
Mr.
Lambert has submitted to Novavax a complaint regarding the formation of the Flu
and New Products Committee and related matters. The complaint refers
to the Novavax Code of Conduct and Ethics. The complaint does not identify the
provisions of the Code of Conduct and Ethics that were purportedly violated. The
Audit Committee is in the process of evaluating the recent complaint and will
respond accordingly.
The
Nominating and Corporate Governance Committee has resolved to recommend to the
Board of Directors that Dr. Rajiv I. Modi and Dr. Rahul Singhvi be nominated for
reelection as directors at the 2011 annual meeting of
stockholders. The Nominating and Corporate Governance Committee is
not recommending that the Board of Directors nominate Mr. Lambert to serve
an additional term following expiration of his current term at the 2011 annual
meeting of stockholders.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized
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Novavax, Inc.
(Registrant)
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December 2,
2010
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By:
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/s/ John A. Herrmann III | |||||
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Name:
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John A. Herrmann III | ||||||
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Title:
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Executive Director, Legal Affairs and Corporate Secretary | ||||||