Vaxart (VXRT) Proxy filing summary

Executive summary

• Advancing oral vaccine programs for COVID-19, norovirus, and influenza, with a focus on clinical milestones and value creation.

• Board and management have preserved financial flexibility and extended cash runway into Q2 2027 through strategic partnerships and capital raises.

• BARDA-funded Phase 2b COVID-19 trial is fully enrolled, with key data readouts expected in the coming weeks and 2027.

• Board refreshment and governance enhancements have aligned expertise with evolving business needs.

• Dissident nominees lack relevant experience and present execution risk at a pivotal moment.

Voting matters and shareholder proposals

• Shareholders are asked to vote for all six incumbent director nominees on the WHITE proxy card.

• Dissident shareholders, holding 0.5% of shares, have nominated themselves to replace half the Board.

• Board has made multiple settlement offers, including adding independent directors and governance reforms, but dissidents insist on Board seats.

Board of directors and corporate governance

• Board has added two new independent directors and appointed a Lead Independent Director in the past 18 months.

• Directors bring expertise in biotech, vaccine development, regulatory affairs, and capital allocation.

• Board maintains active shareholder engagement through quarterly fireside chats and feedback initiatives.

• Board refreshment process involved a thorough search and alignment with strategic priorities.