Shah Capital Opposes Novavax Board and Pay, Citing Value Destruction and Operational Failures

Shah Capital Management, led by Himanshu H. Shah, filed an amendment to its Schedule 13D reporting a 9.03% stake in Novavax, Inc. (NVAX), representing 14,719,738 shares. The filing includes a strongly worded open letter to Novavax's Board of Directors expressing deep dissatisfaction with the company's performance and governance. Shah Capital intends to vote AGAINST the re-election of board nominees and the executive compensation package at the 2026 Annual Meeting. The letter highlights significant "value destruction," noting a 27% share price decline and 96% shareholder dilution since 2023. Shah Capital criticizes the slow progress of the Sanofi partnership, pessimistic revenue forecasts for the Nuvaxovid vaccine, and "cash hoarding" despite equity underperformance. Proposed reforms include reducing the senior management team by 30%, shrinking the board from eight to five members, retiring $225 million in convertible debt, and initiating opportunistic share buybacks. While not initiating a proxy fight, Shah Capital urges other shareholders and proxy advisory firms to dissent against current leadership to force a shift toward consistent profitability and cost discipline.