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 focused on advancing its oral vaccine platform and has refreshed its board with new expertise.

• A contested director election is occurring, with a dissident shareholder nominating an alternative slate opposed by the board.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, ratifying the independent auditor, and approving executive compensation on an advisory basis.

• The board recommends voting for its six nominees and against the dissident slate.

• Shareholders may submit proposals for the 2027 meeting following advance notice and universal proxy rules.

Board of directors and corporate governance

• The board consists of six members, with five independent directors and one executive (CEO).

• Recent board refreshment includes the addition of directors with clinical and commercial expertise.

• The board maintains separate CEO and lead independent director roles.

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

• The board has adopted governance guidelines, a code of ethics, and anti-hedging/pledging policies.