GeoVax Labs (GOVX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 17, 2026, to elect seven directors, approve warrant exercises, ratify auditor, and hold advisory votes on executive compensation and its frequency.

• Proposals include issuance of up to 865,804 shares (February 2026 Warrants) and 1,269,316 shares (March 2026 Warrants) to institutional investors, subject to Nasdaq rules.

• Ratification of Wipfli LLP as independent auditor for fiscal 2026 and advisory votes on executive compensation and its frequency are included.

• Shareholders of record as of April 20, 2026, are entitled 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 share issuances upon exercise of February and March 2026 Warrants, both requiring majority votes and compliance with Nasdaq Listing Rules 5635(b) and 5635(d).

• Ratification of Wipfli LLP as auditor for 2026.

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

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 comprised of independent directors.

• Board and committee meetings had high attendance; directors encouraged to attend annual meetings.

• Code of Business Conduct and Ethics and insider trading policy in place; no waivers granted in 2025.