Vaxart (VXRT) Proxy filing summary

Executive summary

• Entering a pivotal phase to demonstrate the value of a proprietary oral vaccine platform, with a focus on clinical and operational progress in COVID-19, norovirus, and influenza programs.

• Strategic actions have strengthened the near-term financial position, including restored government funding, a partnership with Dynavax, operational efficiencies, and a $25 million share purchase agreement.

• The company ended Q1 2026 with $61 million in cash, providing a funded runway into Q2 2027 to reach key clinical milestones.

• Forward-looking statements highlight expectations for clinical trial results, regulatory milestones, and commercial opportunities, while acknowledging substantial risks and uncertainties.

Voting matters and shareholder proposals

• The upcoming Annual Meeting on July 16, 2026, will seek votes to support the current Board of Directors.

• A group of dissident shareholders has nominated three candidates to replace current directors; the Board opposes these nominees, citing lack of relevant experience.

Board of directors and corporate governance

• The Board was recently refreshed with the addition of Dr. James Breitmeyer, who brings over 35 years of clinical and regulatory experience.

• Directors are described as industry veterans with strong track records in drug development, business relationships, and commercialization.

• Directors and the CEO are significant shareholders, aligning their interests with those of other shareholders.

• The Nominating and Governance Committee reviewed dissident nominees and found them unqualified based on established criteria.