Vaxart (VXRT) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on July 16, 2026, with voting on director elections, auditor ratification, and executive compensation.

• The company advanced its clinical roadmap, strengthened its financial position, and refreshed its Board with new expertise over the past year.

• A contested director election is occurring, with a stockholder group led by Daniel P. Houle nominating an alternative slate opposed by the Board.

• The Board urges shareholders to vote only for its six recommended nominees using the WHITE proxy card.

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 FOR both other proposals.

• A universal proxy card is used due to the contested election, listing both Board and Houle Group nominees.

• Shareholders are advised to disregard any gold proxy cards from the Houle Group.

Board of directors and corporate governance

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

• Recent Board refreshment included the addition of James B. Breitmeyer and Kevin P. Finney, bringing clinical and business expertise.

• The Board has Audit, Compensation, and Nominating & Governance Committees, all with independent members and defined charters.

• The Board maintains a Lead Independent Director role, separate from the CEO, to ensure balanced governance.

• The Nominating & Governance Committee regularly reviews Board composition and considers diversity, skills, and experience.