Vaxart, Inc. Adopts Director Resignation and Stock Ownership Policies

What Happened

• Vaxart, Inc. (VXRT) filed an 8-K (Item 8.01) reporting that on September 3, 2026 the Board approved two governance policies: a Director Resignation Policy and a Director Stock Ownership Policy.
• Under the Resignation Policy, a director in an uncontested election must promptly tender a written offer of resignation if, after certification of the stockholder vote, the director receives more “withhold” votes than “for” votes. The Nominating and Governance Committee must promptly consider the offer and recommend whether the Board should accept or reject it; the Board must act on that recommendation within 90 days following certification of the vote after receiving the recommendation.
• Under the Stock Ownership Policy, non‑employee directors have a target ownership level equal to two times the current annual cash retainer (excluding committee/incremental committee pay). Ownership value is calculated annually using the 90‑day simple moving average price of Vaxart common stock as of the December 31 Measurement Date, and both directly held shares and shares subject to vested or unvested service‑vesting awards count toward the target.
• The filing notes the full texts of both policies will be filed as exhibits to the Company’s next periodic report.

Key Details

• Approval date: September 3, 2026 (reported on 8-K dated September 14, 2026).
• Resignation trigger: more “withhold” than “for” votes in an uncontested election, effective after certification of the stockholder vote.
• Board action timeline: Nominating & Governance Committee recommends promptly; Board must act within 90 days after certification and receipt of the recommendation.
• Ownership target: non‑employee directors = 2× annual cash retainer; measurement uses 90‑day SMA as of Dec 31; vested and unvested service‑vesting awards included.

Why It Matters

• These formal policies create clear procedures for director accountability after contested shareholder votes and set explicit stock‑holding expectations for non‑employee directors. For investors, that means clearer governance rules and predictable timelines for how the Board will handle directors who receive more withhold votes than for votes, and a defined ownership standard intended to align directors’ financial interests with shareholders. The full policy texts will be available as exhibits to the Company’s next periodic report.