GeoVax Labs (GOVX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 17, 2026, to address director elections, warrant issuances, auditor ratification, executive compensation, and advisory votes on compensation frequency.

• Stockholders of record as of April 20, 2026, are eligible to vote on all proposals.

• Voting can be conducted online, by phone, mail, or in person, with a quorum set at one-third of outstanding shares.

Voting matters and shareholder proposals

• Election of seven directors to serve until the 2027 Annual Meeting.

• Approval sought for issuance of up to 865,804 shares upon exercise of February 2026 Warrants and up to 1,269,316 shares upon exercise of March 2026 Warrants, both requiring stockholder approval under Nasdaq rules.

• Ratification of Wipfli LLP as independent auditor for fiscal 2026.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with the Board recommending a triennial frequency.

Board of directors and corporate governance

• Seven-member Board, majority independent, with combined Chairman and CEO roles held by David A. Dodd.

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

• Directors possess diverse backgrounds in pharmaceuticals, finance, law, and medicine.

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