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Vaxart Announces Results of Annual Meeting of Stockholders

(Positive)
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Vaxart (Nasdaq: VXRT) reported voting results from its July 16, 2026 Annual Meeting of Stockholders, held in a virtual-only format. Stockholders approved two proposals recommended by the Board: the election of six director nominees to serve until the 2027 Annual Meeting and the ratification of WithumSmith+Brown, PC as the independent registered public accounting firm.

Stockholders did not approve, on a non-binding advisory basis, the compensation of Vaxart’s named executive officers (“say-on-pay”) as disclosed in the proxy statement. According to Vaxart, final voting results will be filed with the SEC on a Form 8-K. The company also reiterated its focus on developing oral recombinant pill vaccines using its proprietary delivery platform.

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Positive

  • Six directors elected to serve until the 2027 Annual Meeting
  • Stockholders ratified WithumSmith+Brown, PC as independent registered public accounting firm

Negative

  • Stockholders did not approve non-binding say-on-pay proposal for executive compensation

News Market Reaction – VXRT

-2.91%
-2.91% Session close to close

In the Jul 20 session, VXRT declined 2.91%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

A director's Form 4 recorded a purchase of 10,000 shares. That insider activity provides additional ...
Analysis

A director's Form 4 recorded a purchase of 10,000 shares. That insider activity provides additional context for the meeting results, while the rejected say-on-pay vote and active S-3 shelf remain governance and financing risks.

Key Figures

Approved proposals: 2 proposals Rejected proposals: 1 proposal Director nominees elected: 6 nominees +1 more
4 metrics
Approved proposals 2 proposals 2026 Annual Meeting
Rejected proposals 1 proposal 2026 Annual Meeting
Director nominees elected 6 nominees Terms until the 2027 Annual Meeting
Next Annual Meeting 2027 Director terms

Historical Context

5 past events · Latest: Jul 06 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Jul 06 Phase 2b safety data Positive -10.8% No vaccine-related serious or sustained Grade 3+ adverse events occurred
Jul 01 Cooperation agreement Positive +5.3% Proxy contest resolved through board and corporate governance enhancements
Jun 26 Proxy solicitation Positive +6.4% Company urged shareholders to support all six director nominees
Jun 25 BARDA funding update Negative -2.5% Trial funding was reduced following partial termination and enrollment reduction
Jun 16 Shareholder letter Positive -2.2% Independent directors urged support for Vaxart's six nominees

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Vaxart's recent positive clinical and governance announcements produced mixed reactions, while the BARDA funding reduction aligned with a decline.

Key Terms

say-on-pay, recombinant vaccines, adenovirus, tlr3 agonists, +1 more
5 terms
say-on-pay financial
"also known as “say-on-pay”."
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
recombinant vaccines medical
"developing a range of oral recombinant vaccines"
Vaccines made using recombinant technology are created by inserting genetic instructions for a specific part of a pathogen (like a protein) into harmless cells or microbes, which then produce that piece for use as the vaccine ingredient. For investors, they matter because this approach can speed development, allow precise targeting and scalable manufacturing—similar to ordering a single, repeatable part from a factory instead of growing whole organisms—affecting costs, timelines and supply reliability.
adenovirus medical
"using adenovirus and TLR3 agonists."
Adenovirus is a family of viruses that commonly cause mild respiratory or eye infections and is also used in medicine as a delivery vehicle to carry genes or vaccine material into cells. Investors monitor developments involving adenoviruses because safety signals, clinical trial results, or regulatory decisions tied to therapies and vaccines that use them can quickly change a company's perceived risks and potential market value—like whether a delivery truck arrives intact determines whether goods reach buyers.
tlr3 agonists medical
"using adenovirus and TLR3 agonists."
TLR3 agonists are drugs or molecules that activate Toll-like receptor 3, an immune system sensor that detects double-stranded RNA and triggers an antiviral and inflammatory response. Think of TLR3 as a smoke detector and an agonist as the signal that sets off the alarm; activating this pathway can boost vaccine responses, stimulate cancer-fighting immune cells, or enhance antiviral defenses. They matter to investors because successful TLR3 agonists can become components of vaccines, cancer immunotherapies, or antiviral treatments, influencing clinical trial value, regulatory review, manufacturing needs, and market opportunity.
immune-oncology medical
"Vaxart’s first immune-oncology indication."
Immune-oncology is a branch of medicine that develops treatments which help a patient’s own immune system find and fight cancer, rather than attacking tumors directly with chemicals or radiation. For investors, it matters because these therapies can create large new markets or transform care pathways when successful, but they also carry high clinical trial, regulatory and commercialization risk—think of them as high-reward, high-uncertainty innovations like breakthrough technologies in other industries.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SOUTH SAN FRANCISCO, Calif., July 17, 2026 (GLOBE NEWSWIRE) -- Vaxart, Inc. (Nasdaq: VXRT) (“Vaxart” or the “Company”), a clinical-stage biotechnology company developing a range of oral recombinant pill vaccines based on its proprietary delivery platform, yesterday held its Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual-only format. Results from the Annual Meeting indicate that two proposals were approved and one proposal was rejected by Vaxart stockholders.

Stockholders voted in favor of the following proposals in alignment with the Board of Directors’ recommendations:

  • Election of six director nominees to serve until the 2027 Annual Meeting of Stockholders
  • Ratification of WithumSmith+Brown, PC as Vaxart’s independent registered public accounting firm

Stockholders did not approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting, also known as “say-on-pay”.

The final results will be reported on a Current Report on Form 8-K to be filed by Vaxart with the U.S. Securities and Exchange Commission.

About Vaxart
Vaxart is a clinical-stage biotechnology company developing a range of oral recombinant vaccines based on its proprietary delivery platform. Vaxart vaccines are designed to be administered using pills that can be stored and shipped without refrigeration and eliminate the risk of needle-stick injury. Vaxart believes that its proprietary pill vaccine delivery platform is suitable to deliver recombinant vaccines, positioning the company to develop oral versions of currently marketed vaccines and to design recombinant vaccines for new indications. Vaxart’s development programs currently include pill vaccines designed to protect against coronavirus, norovirus and influenza, as well as a therapeutic vaccine for human papillomavirus (HPV), Vaxart’s first immune-oncology indication. Vaxart has filed broad domestic and international patent applications covering its proprietary technology and creations for oral vaccination using adenovirus and TLR3 agonists.

Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding Vaxart's strategy, prospects, plans and objectives, results from preclinical and clinical trials and the timing of such results, and beliefs and expectations of management, including statements regarding Vaxart’s Phase 2b clinical trial of its oral pill COVID-19 vaccine candidate, the 400-participant sentinel safety cohort, the approximately 5,000-participant main cohort, further analyses of trial data, anticipated timing of complete study data, and funding under Project NextGen and the RRPV Consortium, are forward-looking statements. These forward-looking statements may be accompanied by such words as "should," "believe," "could," "potential," "will," "expected," “anticipate,” "plan," “intend,” “may,” “estimate,” “approximately,” “designed,” “powered,” “subject to,” and other words and terms of similar meaning. Examples of such statements include, but are not limited to, statements relating to Vaxart's ability to develop its product candidates and oral pill vaccine platform; Vaxart's expectations regarding clinical results and trial data, and the timing of receiving and reporting such clinical results and trial data, including further analyses of the sentinel safety cohort and complete study data anticipated in 2027; Vaxart’s expectations regarding the design, powering, conduct, completion and analysis of its Phase 2b COVID-19 trial and main cohort; and Vaxart’s expectations with respect to the safety, tolerability, efficacy, relative efficacy, immunogenicity and potential regulatory significance of its product candidates, as well as the availability, permitted uses and sufficiency of funding under the Project NextGen/BARDA/RRPV award. These forward-looking statements are based on Vaxart’s current expectations and assumptions as of the date of this press release. Vaxart may not actually achieve the plans, carry out the intentions, or meet the expectations or projections disclosed in the forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations, and projections disclosed in the forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that Vaxart makes, including uncertainties inherent in research and development, including the ability to meet anticipated clinical endpoints, retain participants, collect follow-up data, generate sufficient evaluable cases and events, and complete, unblind, analyze and report data from the Phase 2b trial, including the main cohort, in the expected timeframes, as well as the possibility of unfavorable new clinical data and further analyses of existing clinical data, including analyses that may differ from or not confirm the topline data from the sentinel safety cohort or may not support conclusions regarding safety, tolerability, immunogenicity, efficacy or relative efficacy; the risk that clinical trial data, including data from the sentinel safety cohort and main cohort, are subject to differing interpretations and assessments by Vaxart, investigators, independent safety reviewers, funding agencies, regulatory authorities and other third parties; whether regulatory authorities will be satisfied with the design of and results from the clinical studies, including the study’s comparator, endpoints, statistical assumptions, strain selection, safety database and efficacy analyses; decisions by regulatory authorities impacting labeling, manufacturing processes, and safety that could affect the availability or commercial potential of any product candidate, including the possibility that Vaxart's product candidates may not be approved, authorized or licensed by the FDA or non-U.S. regulatory authorities; and that results from the Phase 2b trial may not be sufficient to support regulatory submissions, regulatory interactions, approval, authorization, licensure or commercialization of Vaxart’s oral pill COVID-19 vaccine candidate; risks related to government funding for the Phase 2b trial, including whether amounts under the Project NextGen/BARDA/RRPV award will be available, released, reimbursed or sufficient in the amounts or at the times expected, and whether the award may be modified, reduced, delayed, suspended or terminated or subject to conditions, audits or other compliance requirements; that Vaxart or its partners may experience manufacturing, supply, storage, shipment, stability, quality control or quality assurance issues and delays due to events within, or outside of, Vaxart's or its partners' control; difficulties in production, particularly in scaling up initial production, including difficulties with production costs and yields, quality control, including stability of the product candidate and quality assurance testing, shortages of qualified personnel or key raw materials, and compliance with strictly enforced federal, state, and foreign regulations; Vaxart's ability to obtain sufficient capital to fund its operations on terms acceptable to Vaxart, if at all, including expenses not covered by government funding; the impact of changes in government public-health, procurement and funding priorities; changes in COVID-19 incidence, circulating variants, vaccination recommendations and market demand; and competition from approved and investigational COVID-19 vaccines and other vaccine technologies; and other risks described in the “Risk Factors” sections of Vaxart’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings filed with or furnished to the SEC. Vaxart does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contact
Vaxart Media and Investor Relations        
FINN Partners
IR@vaxart.com


FAQ

What were the main voting results from Vaxart's (VXRT) 2026 Annual Meeting of Stockholders?

Vaxart stockholders approved electing six directors and ratifying WithumSmith+Brown, PC as auditor, but did not approve the non-binding say-on-pay proposal. According to Vaxart, detailed voting results will be filed in a Form 8-K with the SEC.

Which proposals were approved at Vaxart's 2026 Annual Meeting (VXRT)?

Stockholders approved electing six director nominees to serve until the 2027 Annual Meeting and ratifying WithumSmith+Brown, PC as Vaxart’s independent registered public accounting firm. According to Vaxart, both approvals aligned with recommendations from its Board of Directors at the meeting.

Did Vaxart's say-on-pay proposal pass at the 2026 Annual Meeting (VXRT)?

Vaxart’s say-on-pay proposal was not approved on a non-binding, advisory basis by stockholders. According to Vaxart, this vote related to compensation of named executive officers as disclosed in the proxy statement for the 2026 Annual Meeting of Stockholders.

When will Vaxart (VXRT) disclose final 2026 Annual Meeting voting results?

Vaxart plans to report the final 2026 Annual Meeting voting results on a Current Report on Form 8-K. According to Vaxart, this filing will be made with the U.S. Securities and Exchange Commission following completion of the final tabulation.

What type of company is Vaxart (VXRT) and what is its vaccine focus?

Vaxart is a clinical-stage biotechnology company developing oral recombinant vaccines delivered as pills. According to Vaxart, its programs target coronavirus, norovirus, influenza and a therapeutic HPV vaccine, using a proprietary pill platform that aims to avoid refrigeration and needle-stick risks.

Who is Vaxart's independent registered public accounting firm after the 2026 Annual Meeting (VXRT)?

WithumSmith+Brown, PC remains Vaxart’s independent registered public accounting firm following stockholder ratification. According to Vaxart, stockholders approved this ratification at the 2026 Annual Meeting, in line with the recommendations of the company’s Board of Directors.