GeoVax Labs (GOVX) Proxy filing summary

Executive summary

• Special Meeting scheduled for October 27, 2026, to vote on two key proposals: issuance of shares upon warrant exercise and a reverse stock split.

• Board recommends approval of both proposals to comply with Nasdaq rules and maintain listing requirements.

• Voting is available online, by phone, mail, or in person, with a record date of August 28, 2026.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for issuing up to 11,395,256 shares upon exercise of the August 2026 Warrant, issued to an institutional investor.

• Proposal 2 requests authority to amend the Certificate of Incorporation for a reverse stock split at a ratio between 1-for-10 and 1-for-25, at the Board's discretion.

• Both proposals require a majority of votes cast for approval; abstentions count as votes against.

• Failure to approve Proposal 1 limits warrant exercise and potential funding; failure to approve Proposal 2 risks Nasdaq delisting.

Board of directors and corporate governance

• Board unanimously recommends voting in favor of both proposals.

• Proxy solicitation costs are borne by the company; directors and officers may solicit proxies without additional compensation.

• Security ownership table discloses that all directors and executive officers as a group own less than 1% of outstanding shares.