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.

• Stockholders of record as of August 28, 2026, are eligible to vote in person, by mail, phone, or online.

• Board recommends voting in favor of both proposals to support compliance with Nasdaq requirements and capital structure flexibility.

Voting matters and shareholder proposals

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

• Proposal 2 requests authority to amend the Certificate of Incorporation to effect 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, broker non-votes have no effect.

• No other business is expected at the meeting per the notice.

Board of directors and corporate governance

• Board retains discretion on the timing and ratio of the reverse stock split if approved.

• Board may abandon the reverse split if deemed not in the best interests of stockholders.

• Proxy solicitation costs will be borne by the company, with no additional compensation to directors or officers for solicitation.