Vaxart (VXRT) Proxy filing summary

Executive summary

• Highlighted clinical and operational progress, including advancements in COVID-19, norovirus, and influenza vaccine programs, and a strengthened financial position with a runway into Q2 2027.

• Announced the 2026 Annual Meeting scheduled for July 16, 2026, with a focus on supporting the Board's six director nominees amid a challenge from dissident shareholders.

• Emphasized the pivotal phase for demonstrating the value of the oral vaccine platform and the need for experienced board leadership.

• Outlined strategic partnerships, operational efficiencies, and capital access initiatives that have enhanced financial resilience.

• Provided forward-looking statements regarding clinical milestones, financial outlook, and value creation strategy.

Voting matters and shareholder proposals

• Shareholders are urged to support the Board's six director nominees at the Annual Meeting.

• Three dissident director candidates have been nominated by a shareholder group, but the Board determined they lack relevant experience.

• Shareholder proposals for inclusion in the proxy statement must be received by May 29, 2026, and comply with SEC rules.

• The deadline for director nominations under the bylaws has passed; universal proxy rules apply for proxy solicitation.

Board of directors and corporate governance

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

• Directors and management are described as industry veterans with significant drug development and commercialization experience.

• Directors, including the CEO, are meaningful 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.