Dynavax Urges Stockholders to Support Its Director Nominees at June 11 Annual Meeting
- 203% total stockholder return over five years, significantly outperforming peers (9%) and biotech index (-17%)
- Generated over $950 million in revenue from business development (2020-2022)
- Completed 85% of $200 million share repurchase program
- Strong market position with HEPLISAV-B as market-leading hepatitis B vaccine
- None.
Insights
Dynavax faces a proxy fight with Deep Track; management urges shareholders to support incumbents to continue current growth strategy.
Dynavax Technologies is engaged in a high-stakes proxy contest with activist investor Deep Track Capital ahead of the June 11 annual meeting. The battle centers on four board seats, with management defending its strategic direction against Deep Track's alternative vision.
The company presents compelling evidence for maintaining course, citing a
Management characterizes Deep Track's approach as a "strip-mining plan" focused on short-term gains at the expense of long-term value creation. They've already demonstrated shareholder-friendly capital allocation, having completed over
Independent proxy advisory firms ISS and Egan-Jones have recommended supporting management's nominees, with ISS specifically criticizing Deep Track's "cherry picked and highly misleading materials" and "blatantly distorted TSR analysis." Even Glass Lewis, while not explicitly endorsing management's slate, raised concerns about Deep Track nominee Brett Erkman's "untested" fiduciary experience and potential conflicts between his hedge fund obligations and broader shareholder interests.
This proxy fight represents a pivotal moment for Dynavax's future strategic direction, with management positioning the contest as a choice between sustained long-term value creation and potentially harmful short-term financial engineering.
Dynavax's Strategy is Delivering Significant Long-Term Stockholder Value
Dynavax's Nominees Are Vastly Superior to Deep Track's Candidates Across Every Critical Area
Follow Recommendations of Proxy Advisory Firms ISS and Egan-Jones and Vote "FOR" All Four of Dynavax's Director Nominees on the GOLD Proxy Card Today
Since 2019, Dynavax has successfully executed a strategic repositioning of our business, and our refreshed Board is executing a plan that is delivering significant stockholder value. In direct contrast, Deep Track – which has no experience developing and executing corporate strategy, operations, or finance – is insistent on implementing its strip-mining plan for Dynavax, jeopardizing a strong platform with significant long-term growth opportunities for a near-term payoff of a considerably lower value. Simply put: there is no case for change, and changing course to Deep Track's purported plan will destroy long-term value and is not in the best interests of all stockholders.
Re-electing all four of our nominees is essential to our ability to continue driving value for all stockholders. Without Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun, the Board would be deprived of essential strategic leadership, vaccine expertise, senior public biotechnology and M&A experience, as well as deep industry financial expertise – qualifications that none of Deep Track's candidates can adequately match. Deep Track's principal, Brett Erkman, is beholden to his own hedge fund investors – not our stockholders – and has demonstrated an inability to be open-minded. Donald Santel lacks vaccine industry experience and his public company executive experience ended ten years ago. In short, Deep Track's nominees are far less qualified than all of our current directors.
Make no mistake – Deep Track is attempting to gain control of Dynavax to implement its flawed plan, which would be detrimental to the long-term value we are generating for our stockholders.
Independent proxy advisory firms Institutional Shareholder Services ("ISS") and Egan-Jones agree and recommend that stockholders support all of Dynavax's director nominees. ISS noted that Deep Track has failed to present a compelling case for change and called attention to Deep Track's cherry picked and highly misleading materials throughout its campaign – "There are serious concerns with the dissident's presentation of TSR…The dissident's attempt to suggest otherwise through a blatantly distorted TSR analysis has only diminished its credibility."1 Glass, Lewis & Co. ("Glass Lewis") acknowledged the significant stockholder returns we have been generating, our differentiated capital allocation plan, and the meaningful refreshment and high caliber Board we have in place. Perhaps most importantly, Glass Lewis put a fine point on the legitimate concerns stockholders should have in electing Mr. Erkman to the Board – noting that "his fiduciary experience in a boardroom setting remains untested" and "may raise legitimate questions about Mr. Erkman's ability to balance Deep Track's position with the broader interests of all shareholders."2
Here's why we encourage you to vote for ALL four of Dynavax's nominees:
- The strategy Dynavax has in place, and is successfully executing against, is working. We positioned HEPLISAV-B® to be the market-leading hepatitis B vaccine, and are consistently delivering record financial results, including most recently a few weeks ago when we reported Q1 2025 results, and have delivered
203% total return to stockholders over the last five years3. We are far outperforming vaccine peers, which have returned9% , and the S&P Biotechnology Select Industry Index, which has declined17% . This is the result of consistent operational execution, skilled business development which generated over$950 million 85% of the$200 million - The directors Dynavax needs at this time are already on the Board. The Board has been thoughtfully reshaped in recent years with new, independent directors – following the Annual Meeting, the Board will be comprised of nine directors, with six of eight independent directors having been appointed since 2020 – who bring highly specialized skillsets that are directly aligned to our long-term strategic plan. Our directors, including those up for re-election, are renowned experts in their fields within biotech and vaccines across operations, finance/capital markets, business development M&A, commercialization, R&D, public health and more. Replacing any Dynavax directors with Deep Track's underqualified nominees would disrupt the momentum of our clearly successful long-term strategy and put stockholder value at risk.
With our 2025 Annual Meeting fast approaching on June 11, it is extremely important that you vote as soon as possible, no matter how many shares you own. We urge you to vote "FOR" all four of Dynavax's director nominees – Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun – on the GOLD proxy card today.
Dynavax stockholders who need assistance in voting their shares may call the Company's proxy solicitor, MacKenzie Partners, at 1-800-322-2885.
Advisors
Goldman Sachs & Co. LLC is serving as financial advisor to Dynavax and Cooley LLP is serving as legal counsel.
About Dynavax
Dynavax is a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines to help protect the world against infectious diseases. The Company has two commercial products, HEPLISAV-B® vaccine (Hepatitis B Vaccine (Recombinant), Adjuvanted), which is approved in the
Forward-Looking Statements
This communication contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements. Forward-looking statements can generally be identified by the use of words such as "continue," "expect," "will," "plan," "would," and similar expressions, or the negatives thereof, or they may use future dates. Forward-looking statements made in this document include statements regarding expected contributions from our current directors, expectations regarding delivering value for our stockholders, market share and size of the market, our business strategy and long-term performance. Actual results may differ materially from those set forth in this communication due to the risks and uncertainties inherent in our business, including, the risk that circumstances surrounding or leading up to our 2025 Annual Meeting may change, risks relating to our ability to commercialize and supply HEPLISAV-B, the risks that market size or actual demand for our products may differ from our expectations, risks related to the timing of completion and results of current clinical studies, risks related to the development and pre-clinical and clinical testing of vaccines containing CpG 1018 adjuvant, and risks related to the implementation of our long-term growth objectives, as well as other risks detailed in the "Risk Factors" section of our Quarterly Report on Form 10-Q for the three months ended March 31, 2025 and any periodic filings made thereafter, as well as discussions of potential risks, uncertainties and other important factors in our other filings with the
Important Additional Information and Where to Find It
On April 17, 2025, the Company filed a definitive proxy statement on Schedule 14A (the "Proxy Statement") and form of accompanying GOLD proxy card with the
Certain Information Regarding Participants
This communication is neither a solicitation of a proxy or consent nor a substitute for any proxy statement or other filings that may be made with the SEC. The Company, its directors, its director nominees and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies for the 2025 Annual Meeting. Information regarding the names of such persons and their respective direct or indirect interests in the Company, by securities holdings or otherwise, is available in the Proxy Statement, which was filed with the SEC on April 17, 2025, including in the sections captioned "Compensation Discussion and Analysis," "Summary Compensation Table," "Grants of Plan Based Awards," "Outstanding Equity Awards at Fiscal Year End," "Pay Ratio Disclosure," "Director Compensation," "Certain Transactions," "Security Ownership of Certain Beneficial Owners and Management," and "Supplemental Information Regarding Participants in the Solicitation." To the extent that the Company's directors and executive officers have acquired or disposed of securities holdings since the applicable "as of" date disclosed in the Proxy Statement, such transactions have been or will be reflected on Statements of Changes in Ownership of Securities on Form 4 or Initial Statements of Beneficial Ownership of Securities on Form 3 filed with the SEC. These documents are or will be available free of charge at the SEC's website at www.sec.gov.
For Investors:
Paul Cox
pcox@dynavax.com
510-665-0499
Or
MacKenzie Partners, Inc.
Bob Marese / John Bryan
Toll-Free: 1-800-322-2885
DVAX@mackenziepartners.com
For Media:
Dan Moore / Tali Epstein
Dynavax-CS@collectedstrategies.com
1 Source: ISS report dated May 23, 2025. Permission to use quotes neither sought nor obtained.
2 Source: Glass Lewis report dated June 3, 2025. Permission to use quotes neither sought nor obtained.
3 As of April 17, 2025, the date Dynavax filed its definitive proxy.
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SOURCE Dynavax Technologies
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