Vaxart, Inc. 8-K

What Happened

• Vaxart, Inc. filed an 8-K on July 17, 2026 reporting the results of its July 16, 2026 annual meeting of stockholders. Proxies represented approximately 45.7% of outstanding common stock, constituting a quorum.
• Stockholders elected the six director nominees to serve until the 2027 annual meeting: James B. Breitmeyer, M.D., Ph.D.; Kevin P. Finney; Elaine J. Heron, Ph.D.; Steven Lo; W. Mark Watson, C.P.A.; and David Wheadon, M.D.
• Stockholders ratified the Audit Committee’s selection of WithumSmith+Brown, PC as Vaxart’s independent registered public accounting firm for 2026. On a non-binding advisory basis, stockholders did not approve the compensation of the company’s named executive officers.

Key Details

• Voting participation: proxies represented ~45.7% of shares outstanding (quorum).
• Director vote totals (For / Withheld / Broker Non-Votes):
  • James B. Breitmeyer: 86,985,391 / 13,060,491 / 10,585,218
  • Kevin P. Finney: 80,409,424 / 19,636,458 / 10,585,218
  • Elaine J. Heron: 51,372,172 / 48,672,711 / 10,586,217
  • Steven Lo: 50,272,817 / 49,772,065 / 10,586,218
  • W. Mark Watson: 77,497,037 / 22,548,845 / 10,585,218
  • David Wheadon: 51,931,124 / 48,113,758 / 10,586,218
• Audit firm ratification: 80,448,931 For / 19,724,442 Against / 10,457,727 Abstain.
• Say-on-pay (non-binding): 46,024,068 For / 51,842,781 Against / 2,300,962 Abstain; 10,463,289 broker non-votes.
• The company furnished a press release with these results as Exhibit 99.1 to the Form 8-K.

Why It Matters

• Board control: The six nominees were re-elected, so the current board slate remains in place through the 2027 meeting—important for continuity of strategy and governance.
• Auditor continuity: Ratification of WithumSmith+Brown maintains the company’s external audit relationship for 2026.
• Shareholder sentiment on pay: The advisory (non-binding) vote against executive compensation indicates a majority of participating shareholders who voted on the matter were dissatisfied with disclosed pay practices. While advisory, the result is a clear governance signal that the board and management typically review and may address in future disclosures or pay decisions.