Vaxart (VXRT) Proxy filing summary

Executive summary

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

• Strengthened financial position and extended cash runway into Q2 2027 through capital raises, partnerships, and operational efficiencies.

• Board and management have navigated regulatory and funding challenges, preserving flexibility and execution momentum.

• Strategic partnership with Dynavax and continued BARDA funding support key programs and upcoming value inflection points.

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, but have not presented credible alternative strategies.

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

Board of directors and corporate governance

• Board refreshed with two new independent directors in the last 18 months, enhancing expertise in biotech, regulatory affairs, and commercialization.

• Lead Independent Director appointed and former Chair resigned to strengthen oversight.

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

• Nominating and Governance Committee rigorously evaluates director candidates for relevant experience.