Vaxcyte (PCVX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 15, 2026, to be held virtually, with voting on director elections, auditor ratification, and executive compensation approval.

• Proxy materials are provided electronically to reduce costs and environmental impact.

• Record date for voting is April 20, 2026, with 144,387,225 shares outstanding.

• Forward-looking statements highlight risks and uncertainties, with reference to the latest 10-K for risk factors.

Voting matters and shareholder proposals

• Three Class III directors nominated for election to serve until 2029.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026.

• Advisory vote on executive compensation (say-on-pay).

• Shareholder proposals for the 2027 meeting must be submitted by December 24, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of nine directors, divided into three classes with staggered three-year terms.

• Majority of directors are independent per Nasdaq standards; CEO is not independent.

• Board leadership is separated between CEO and Chairman roles.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.

• Stock ownership guidelines require directors and executives to hold multiples of salary or retainer in company stock.