GeoVax Labs (GOVX) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 5, 2025, to elect seven directors, approve a new stock incentive plan, approve issuance of shares under a warrant, and ratify the independent auditor for 2025.

• Board recommends voting in favor of all proposals, emphasizing the importance of equity incentives for recruitment and retention.

• Voting is open to shareholders of record as of April 7, 2025, with multiple voting methods available.

Voting matters and shareholder proposals

• Proposals include: election of seven directors, approval of the 2025 Stock Incentive Plan, approval of up to 3,435,115 shares for warrant exercise, and ratification of Wipfli LLP as auditor.

• Board unanimously recommends voting FOR all proposals.

• Voting results will be reported in a Form 8-K within four business days after the meeting.

Board of directors and corporate governance

• Seven director nominees, including a mix of industry, legal, financial, and medical experts, are up for re-election.

• Board committees: Audit, Compensation, and Nominating & Governance, all comprised of independent directors.

• Board structure allows for combined Chairman and CEO roles, currently held by David A. Dodd.

• Code of Business Conduct and Ethics and insider trading policy are in place.