AI English summary of an SEC filing — figures as filed

Moderna said Robert Langer and Stephen Berenson each notified the company of their resignation from the Board and all of its committees, effective August 5, 2024. The company said neither resignation resulted from any disagreement with the company on its operations, policies or practices. The notice was dated July 19, 2024.

8-KDeparture or Appointment of Directors or Certain OfficersFiled Jul 23, 2024Period of report Jul 19, 2024Summary published (UTC) Oct 25, 2026

Key points

AI summary

Moderna said Robert Langer and Stephen Berenson each notified the company of their resignation from the Board and all of its committees, effective August 5, 2024. The company said neither resignation resulted from any disagreement with the company on its operations, policies or practices. The notice was dated July 19, 2024.
The company said its Board appointed David M. Rubenstein on July 19, 2024, on the recommendation of the Nominating and Corporate Governance Committee, and that he will serve as a Class III director from August 5, 2024 until the 2027 annual meeting. It said the Board size will be fixed at 8 directors.
Moderna said Rubenstein will replace Berenson on the Audit Committee and will receive an Initial Grant and a pro-rata portion of an Annual Grant under the company's non-employee director compensation policy. It also said Rubenstein is expected to enter into the company's standard indemnification agreement.
The company said Langer and Berenson will provide consulting services from August 5, 2024 through November 1, 2026, during which their outstanding equity awards will continue to vest, and that no compensation is contemplated beyond reimbursement of reasonable, documented expenses. It also said it is focusing its search for Langer's successor on candidates with scientific and innovation experience.

Summary

AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Resignation of 2 Directors Effective August 5

Moderna said Robert Langer and Stephen Berenson each notified the company of their resignation from the Board and all of its committees, effective August 5, 2024. The company said neither resignation resulted from any disagreement with the company on its operations, policies or practices. The notice was dated July 19, 2024.

Source · Based on the filing body and exhibits

David M. Rubenstein Appointed to Board; Board Size Set

The company said its Board appointed David M. Rubenstein on July 19, 2024, on the recommendation of the Nominating and Corporate Governance Committee, and that he will serve as a Class III director from August 5, 2024 until the 2027 annual meeting. It said the Board size will be fixed at 8 directors.

Source · Based on the filing body and exhibits

Rubenstein Audit Committee Seat and Director Pay Terms

Moderna said Rubenstein will replace Berenson on the Audit Committee and will receive an Initial Grant and a pro-rata portion of an Annual Grant under the company's non-employee director compensation policy. It also said Rubenstein is expected to enter into the company's standard indemnification agreement.

Source · Based on the filing body and exhibits

Consulting Agreements for Departing Directors; Successor Search

The company said Langer and Berenson will provide consulting services from August 5, 2024 through November 1, 2026, during which their outstanding equity awards will continue to vest, and that no compensation is contemplated beyond reimbursement of reasonable, documented expenses. It also said it is focusing its search for Langer's successor on candidates with scientific and innovation experience.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

View the original filing on SEC EDGAR ↗

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