UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) and (e) On May 11, 2022, the Company filed the Original Form 8-K, which disclosed, among other things, that, effective May 11, 2022, David Meline agreed to continue as Chief Financial Officer of the Company. This Current Report on Form 8-K/A hereby amends the Original Form 8-K to disclose that on May 27, 2022, the Company and Mr. Meline entered into an Updated Executive Retirement and Strategic Consulting Agreement (the “Updated Retirement and Consulting Agreement”), which supersedes the terms of the Executive Retirement and Strategic Consulting Agreement entered between Mr. Meline and the Company on April 10, 2022. The Updated Retirement and Consulting Agreement sets forth the terms of Mr. Meline’s continued service as Chief Financial Officer of the Company and his voluntary retirement from the Company on December 31, 2022, or such earlier date that the Company’s successor Chief Financial Officer commences employment (the “Retirement Date”).
Until the Retirement Date, Mr. Meline will continue to receive his current base salary and benefits and continue to vest in any outstanding unvested equity. After the Retirement Date, Mr. Meline will provide consulting services for the Company to March 2, 2026 (the “Strategic Consulting Period”). In return for such services, and subject to Mr. Meline’s agreement to a general release and certain other standard terms and conditions, Mr. Meline will (a) continue to vest, through July 8, 2024, in (i) the unvested portions of his new hire equity award granted on July 6, 2020 and (ii) the options and restricted stock units awarded in connection with his 2021 annual equity grant issued on February 9, 2021; and (b) continue to vest, through March 2, 2026, in the unvested portions of his 2022 annual equity award granted on March 1, 2022.
Further, the Company agreed to award Mr. Meline his 2022 annual bonus award at target, prorated to his dates of employment at the Company in 2022. Additionally, provided that Mr. Meline does not voluntarily resign prior to the Retirement Date, any options to purchase the Company’s common stock granted to Mr. Meline under the Moderna, Inc. 2018 Stock Option and Incentive Plan, to the extent vested, exercisable and outstanding at the end of the Strategic Consulting Period will remain exercisable through twelve months following the end of the Strategic Consulting Period (or until the original expiration date of such option, if earlier).
The above summary is not complete and is qualified in its entirety by the Updated Retirement and Consulting Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Updated Executive Retirement and Strategic Consulting Agreement, dated May 27, 2022, between ModernaTX, Inc. and David Meline | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 hereunto duly authorized.
| Date: June 1, 2022 | MODERNA, INC. | |||||
| By: | /s/ Shannon Thyme Klinger | |||||
| Shannon Thyme Klinger | ||||||
| Chief Legal Officer | ||||||