GeoVax Labs (GOVX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 17, 2026, to elect seven directors and vote on key proposals, including warrant exercises and executive compensation.

• Proposals include approval of new share issuances tied to warrant exercises, ratification of the external auditor, and advisory votes on executive pay and its frequency.

• Board recommends voting in favor of all proposals and a triennial frequency for say-on-pay votes.

• Shareholders of record as of April 20, 2026, are eligible to vote; quorum is one-third of outstanding shares.

Voting matters and shareholder proposals

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

• Approval of up to 865,804 shares for February 2026 Warrants, 1,269,316 shares for March 2026 Warrants, and 1,702,986 shares for May 2026 Warrants, all requiring shareholder approval under Nasdaq rules.

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

• Advisory vote on executive compensation and on the frequency of future say-on-pay votes, with the Board recommending every three years.

Board of directors and corporate governance

• Board consists of seven members, with a mix of executive and independent directors.

• Committees include Audit, Compensation, and Nominating and Governance, all with independent members.

• Board structure combines Chairman and CEO roles; all directors attended at least 75% of meetings in 2025.

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