Vaxcyte (PCVX) investors re-elect directors and approve pay and Deloitte at 2026 meeting

Rhea-AI Filing Summary

Vaxcyte, Inc. held its Annual Meeting of Stockholders on June 15, 2026, where three Class III directors were re-elected to serve until the 2029 Annual Meeting. Olivier Brandicourt, M.D., Halley Gilbert, J.D., and Grant Pickering, M.B.A. each received strong shareholder support, with Brandicourt and Gilbert receiving over 114 million votes for and Pickering receiving over 132 million votes for, alongside broker non-votes.

Stockholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with more than 137 million votes in favor. In addition, shareholders approved, on a non-binding, advisory basis, the compensation of the company’s named executive officers, with approximately 130 million votes for, 2.8 million against, and additional abstentions and broker non-votes.

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.

Key Figures

Votes for Olivier Brandicourt: 116,370,183 votes Votes for Halley Gilbert: 114,704,274 votes Votes for Grant Pickering: 132,112,840 votes +3 more

6 metrics

Votes for Olivier Brandicourt 116,370,183 votes Election as Class III director on June 15, 2026

Votes for Halley Gilbert 114,704,274 votes Election as Class III director on June 15, 2026

Votes for Grant Pickering 132,112,840 votes Election as Class III director on June 15, 2026

Auditor ratification for votes 137,230,032 votes Ratification of Deloitte & Touche LLP for 2026

Say-on-pay for votes 130,011,017 votes Non-binding advisory vote on executive compensation

Say-on-pay against votes 2,755,868 votes Non-binding advisory vote on executive compensation

Key Terms

broker non-votes, independent registered public accounting firm, non-binding, advisory basis, named executive officers

4 terms

broker non-votes financial

"the number of abstentions and the number of broker non-votes with respect to each matter"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding, advisory basis financial

"The approval, on a non-binding, advisory basis of the compensation of the Company's named executive officers"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

named executive officers financial

"the compensation of the Company's named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

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Understanding 8-K Material Events →

0001649094FALSE825 Industrial RoadSuite 300San CarlosCalifornia00016490942026-06-152026-06-15

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): June 15, 2026

_____________________________________________

Vaxcyte, Inc.

(Exact name of Registrant as Specified in Its Charter)

_____________________________________________

Delaware			01-39323			46-4233385
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
825 Industrial Road Suite 300 San Carlos, California						94070
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 837-0111

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:

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

PCVX

The Nasdaq Stock Market LLC

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 o

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. o

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

On June 15, 2026, Vaxcyte, Inc. (the “Company”) held its Annual Meeting of Stockholders. The following is a brief description of each matter voted upon at the meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.

1.The election of three nominees to serve as Class III directors until the Company’s 2029 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. The following three Class III directors were re-elected by the votes indicated:

						For												Withheld												Broker Non-Votes
Olivier Brandicourt, M.D.									116,370,183												16,643,897												4,354,403
Halley Gilbert, J.D.									114,704,274												18,309,806												4,354,403
Grant Pickering, M.B.A.									132,112,840												901,240												4,354,403

2.    The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The appointment was ratified by the votes indicated:

For						Against						Abstain
137,230,032						137,589						862

3.    The approval, on a non-binding, advisory basis of the compensation of the Company's named executive officers. The approval of the non-binding resolution on named executive officer compensation was approved by the votes indicated:

For						Against						Abstain						Broker Non-Votes
130,011,017						2,755,868						247,195						4,354,403

SIGNATURES

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 thereunto duly authorized.

									VAXCYTE, INC.
Date:			June 16, 2026			By:			/s/ Andrew Guggenhime
									Andrew Guggenhime President and Chief Financial Officer

FAQ

What did Vaxcyte, Inc. (PCVX) stockholders approve at the June 15, 2026 meeting?

Stockholders re-elected three Class III directors, ratified Deloitte & Touche LLP as auditor for 2026, and approved, on a non-binding basis, the compensation of named executive officers. All three proposals received strong majority support in the recorded vote totals.

Which directors were re-elected at Vaxcyte (PCVX)’s 2026 Annual Meeting?

Olivier Brandicourt, M.D., Halley Gilbert, J.D., and Grant Pickering, M.B.A. were re-elected as Class III directors to serve until the 2029 Annual Meeting of Stockholders, or until their successors are duly elected and qualified, or earlier death, resignation, or removal under the company’s governance framework.

How did Vaxcyte (PCVX) shareholders vote on the auditor ratification for 2026?

Shareholders ratified Deloitte & Touche LLP as Vaxcyte’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 137,230,032 votes for, 137,589 votes against, and 862 abstentions, indicating broad support for continuing the existing audit relationship.

What were the vote results for Vaxcyte (PCVX) executive compensation in 2026?

The non-binding advisory vote on compensation of named executive officers received 130,011,017 votes for, 2,755,868 votes against, and 247,195 abstentions, with 4,354,403 broker non-votes. This indicates shareholders generally supported the company’s executive pay practices for the reported period.

How many broker non-votes occurred on Vaxcyte (PCVX)’s 2026 proposals?

For the director elections and the advisory vote on executive compensation, there were 4,354,403 broker non-votes recorded on each item. Broker non-votes arise when brokers lack discretionary voting authority and do not receive specific voting instructions from beneficial owners.

What is the term length for Vaxcyte (PCVX) Class III directors elected in 2026?

Class III directors elected in 2026 will serve until the company’s 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or earlier death, resignation, or removal, consistent with the company’s classified board structure and governing documents.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB