Vaxart (VXRT) Proxy filing summary

Executive summary

• The annual meeting will be held virtually, with shareholders voting on director elections, auditor ratification, and executive compensation.

• The company is advancing its oral vaccine platform, strengthening its financial position, and has refreshed its board with new expertise.

• A contested director election is occurring, with a dissident shareholder group nominating three alternative candidates opposed by the board.

• The board urges shareholders to vote only for its six recommended nominees and not for the dissident slate.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of six directors, (2) ratification of WithumSmith + Brown, PC as independent auditor for 2026, and (3) a non-binding advisory vote on executive compensation.

• The board unanimously recommends voting for its six nominees and against the Houle Group's nominees.

• Shareholders may submit proposals for the 2027 annual meeting following SEC and bylaw procedures.

Board of directors and corporate governance

• The board consists of six members, five of whom are independent; the CEO is not independent.

• Recent board refreshment includes the addition of James B. Breitmeyer and Kevin P. Finney, both with significant industry experience.

• The board has separate CEO and lead independent director roles, with active independent oversight.

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

• The board regularly reviews governance practices, risk oversight, and succession planning.