Altimmune (ALT) investors back board slate, auditor and pay plan

Rhea-AI Filing Summary

Altimmune, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on September 25, 2025. As of the August 12, 2025 record date, 88,257,253 common shares were outstanding and entitled to vote. A total of 51,688,116 shares were present in person or by proxy, representing 58.6% of the voting power and establishing a quorum.

Stockholders elected all nominated directors, including Chairman Jerome Durso and Chief Executive Officer Vipin K. Garg, Ph.D., with each nominee receiving more votes “for” than “withheld.” Stockholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2025, with 48,959,891 votes for, 1,355,769 against and 1,372,456 abstentions.

In an advisory “say-on-pay” vote, stockholders approved the compensation of Altimmune’s named executive officers, with 14,885,881 votes for, 6,683,682 against and 267,424 abstentions, plus 29,851,129 broker non-votes. Stockholders also approved a proposal to authorize possible adjournment of the meeting to allow additional proxy solicitation, with 33,695,815 votes for, 16,363,206 against and 1,629,095 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2025

ALTIMMUNE, INC.

(Exact name of registrant as specified in its charter)

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Delaware		001-32587		20-2726770
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
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910 Clopper Road, Suite 201S Gaithersburg, Maryland	​	​	​	20878
(Address of principal executive offices)	​	​	​	(Zip Code)

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Registrant’s telephone number including area code: (240) 654-1450

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	ALT	The NASDAQ Global Market

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 25, 2025, Altimmune, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). As of August 12, 2025, the record date for the 2025 Annual Meeting, there were 88,257,253 shares of the Company’s common stock outstanding and entitled to vote at the 2025 Annual Meeting. A total of 51,688,116 shares of common stock were present or represented by proxy at the 2025 Annual Meeting, representing 58.6% of the issued and outstanding shares entitled to vote at the meeting, representing a quorum. The proposals voted upon and the final results of the vote were as follows:

Proposal No. 1: Election of Directors. The results were as follows:

​	​	​	​	​	​	​
​		​	​	​	​	Broker
Director	​	For	​	Withhold	​	Non-Votes
Jerome Durso, Chairman	​	20,607,586		1,229,401		29,851,129
Vipin K. Garg, Ph.D.	​	17,425,330		4,411,657		29,851,129
John M. Gill	​	18,050,621		3,786,366		29,851,129
Philip L. Hodges	​	14,680,278		7,156,709		29,851,129
Diane Jorkasky, M.D.	​	14,778,350		7,058,637		29,851,129
Teri Lawver	​	16,535,619		5,301,368		29,851,129
Wayne Pisano	​	18,052,060		3,784,927		29,851,129
Mitchel Sayare, Ph.D.	​	17,619,208		4,217,779		29,851,129
Klaus O. Schafer, M.D., MPH		14,643,908		7,193,079		29,851,129
Catherine Sohn, Pharm D		14,454,283		7,382,704		29,851,129

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Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The results were as follows:

​	​	​	​	​
For	​	Against	​	Abstain
48,959,891	​	1,355,769		1,372,456

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Proposal No. 3: Advisory vote on the Compensation of the Company’s named executive officers as disclosed in the Proxy Statement pursuant to the SEC’s compensation rules (referred to as the “say-on-pay” proposal). The results were as follows:

​	​	​	​	​	​	​
For	​	Against	​	Abstain	​	Broker Non-Votes
14,885,881	​	6,683,682	​	267,424		29,851,129

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Proposal No. 4: Vote to authorize the adjournment of the 2025 Annual Meeting to enable the Board of Directors to solicit additional proxies. The results were as follows:

​	​	​	​	​
For	​	Against	​	Abstain
33,695,815	​	16,363,206		1,629,095

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	​	​	​
​	ALTIMMUNE, INC.
​	​	​	​
​	By:		/s/ Gregory Weaver
​	​		Name: Gregory Weaver
​	​		Title: Chief Financial Officer

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Dated: September 25, 2025

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FAQ

What did Altimmune (ALT) stockholders vote on at the 2025 Annual Meeting?

Stockholders voted on four items: the election of directors, ratification of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2025, an advisory say-on-pay vote on executive compensation, and authorization to adjourn the meeting to solicit additional proxies.

Were all Altimmune (ALT) director nominees elected at the 2025 Annual Meeting?

Yes. All nominated directors, including Jerome Durso, Vipin K. Garg, Ph.D., and the other listed nominees, were elected. Each nominee received more votes “for” than “withheld,” with 29,851,129 broker non-votes recorded for each director.

Did Altimmune (ALT) stockholders ratify Ernst & Young LLP as auditor for 2025?

Yes. Stockholders ratified the appointment of Ernst & Young LLP as Altimmune’s independent registered public accounting firm for the year ending December 31, 2025, with 48,959,891 votes for, 1,355,769 votes against and 1,372,456 abstentions.

How did Altimmune (ALT) stockholders vote on executive compensation (say-on-pay)?

In the advisory say-on-pay vote on compensation of named executive officers, 14,885,881 shares were voted for, 6,683,682 against and 267,424 abstained. There were 29,851,129 broker non-votes on this proposal.

What was the quorum and participation level at Altimmune’s 2025 Annual Meeting?

As of the August 12, 2025 record date, 88,257,253 shares of common stock were outstanding and entitled to vote. At the meeting, 51,688,116 shares were present or represented by proxy, representing 58.6% of the issued and outstanding shares entitled to vote, which constituted a quorum.

What was the result of the vote to authorize adjournment of Altimmune’s 2025 Annual Meeting?

Stockholders approved the proposal to authorize the adjournment of the 2025 Annual Meeting to enable the Board of Directors to solicit additional proxies. The vote totals were 33,695,815 shares for, 16,363,206 against and 1,629,095 abstentions.