Vaxart (VXRT) Proxy filing summary

Executive summary

• Annual meeting scheduled for July 16, 2026, in a virtual-only format; record date remains May 26, 2026.

• Proxy supplement details a Cooperation Agreement with a Stockholder Group, resolving a contested director nomination.

• Stockholder Group withdrew its director nominations and agreed to cooperate on appointing a new independent director post-meeting.

• Board recommends voting for six specified nominees on the WHITE proxy card.

Voting matters and shareholder proposals

• Votes for withdrawn Stockholder Group nominees will be disregarded; only Board nominees are valid.

• Stockholder Group will not vote proxies received on the gold proxy card at the meeting.

• Board unanimously recommends voting for six named nominees.

Board of directors and corporate governance

• Cooperation Agreement includes a plan to mutually select a new independent director within 60–90 days post-meeting.

• Board to adopt a resignation policy for directors not receiving majority support in uncontested elections.

• Stock ownership guidelines for directors to be implemented.

• Formation of Clinical and Regulatory Affairs Committee and Stockholder Engagement Committee, each with designated chairs.

• Board to confirm composition and leadership of Nominating and Corporate Governance and Compensation Committees.