Vaxart ties director resignations to vote results

Vaxart, Inc. (VXRT) reported that its Board of Directors approved two governance policies on September 3, 2026.

Rhea-AI Filing Summary

Vaxart, Inc. (VXRT) reported that its Board of Directors approved two governance policies on September 3, 2026. A new Director Resignation Policy requires any director who receives more "withhold" votes than "for" votes in an uncontested election to promptly tender a written resignation after certification of the stockholder vote. The Nominating and Governance Committee must review the offer and recommend whether to accept or reject it, and the Board must act on that recommendation within 90 days of vote certification.

The Board also adopted a Director Stock Ownership Policy, setting a target ownership level for non-employee directors equal to two times the current annual cash retainer for Board service, excluding committee or other incremental fees. Compliance will be measured annually as of December 31 using a 90-day simple moving average of the Company’s common stock price, and includes directly and indirectly owned shares as well as service-based restricted stock and restricted stock units.

Filing Explained

The 8-K says its descriptions of both policies are not complete; the full policy texts will be filed as exhibits to the company’s next periodic report.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Resignation decision window: 90 days Director ownership target: 2× annual cash retainer Measurement period for stock value: 90-day simple moving average +2 more

5 metrics

Resignation decision window 90 days Board must act on the committee’s recommendation within 90 days after certification of the stockholder vote

Director ownership target 2× annual cash retainer Target stock ownership level for non-employee directors under the Director Stock Ownership Policy

Measurement period for stock value 90-day simple moving average Used to calculate the value of shares held as of each December 31 Measurement Date

Measurement Date December 31 each year Date as of which compliance with the stock ownership policy is measured annually

Listing venue OTCQX Best Market Vaxart common stock is quoted on the OTCQX Best Market under the symbol VXRT

Key Terms

Director Resignation Policy, Director Stock Ownership Policy, withhold votes, uncontested election, +1 more

5 terms

Director Resignation Policy regulatory

"the Board of Vaxart, Inc. approved a Director Resignation Policy that requires a director"

Director Stock Ownership Policy financial

"the Board approved a Director Stock Ownership Policy, pursuant to which a target level"

withhold votes regulatory

"if the director receives more "withhold" votes than "for" votes in an uncontested election"

uncontested election regulatory

"if the director receives more "withhold" votes than "for" votes in an uncontested election"

simple moving average financial

"based on the 90 day simple moving average price of the Company’s common stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What governance changes did Vaxart (VXRT) announce for its Board of Directors?

Vaxart’s Board approved a Director Resignation Policy tied to shareholder voting outcomes and a Director Stock Ownership Policy requiring non-employee directors to hold stock equal to twice their annual cash retainer, with compliance measured annually.

How does Vaxart’s new Director Resignation Policy work for VXRT directors?

If a Vaxart director receives more withhold votes than for votes in an uncontested election, the director must promptly offer to resign. The Nominating and Governance Committee then recommends action, and the Board must decide within 90 days of vote certification.

What stock ownership level is required for Vaxart (VXRT) non-employee directors?

Non-employee directors have a stock ownership target equal to two times the current annual cash retainer for Board service, excluding extra committee or additional duty fees, under Vaxart’s Director Stock Ownership Policy.

How does Vaxart measure compliance with its Director Stock Ownership Policy for VXRT?

Compliance is measured each year as of December 31 using the 90-day simple moving average price of Vaxart’s common stock on its principal trading market, comparing the value of qualifying share holdings to the required ownership level.

Which VXRT director holdings count toward Vaxart’s stock ownership requirement?

Holdings include Vaxart common stock owned directly or indirectly by the director and shares subject to vested or unvested service-based awards, such as restricted stock and restricted stock units that vest based solely on service.

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

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Available on EDGAR 09/14/2026 - 04:06 PM Accepted by SEC EDGAR 09/14/2026 - 04:05 PM Learn about SEC filing dates

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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 3, 2026

Vaxart, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-35285		59-1212264
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
310 Utah Avenue, Suite 150, South San Francisco, California				94080
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (650) 550-3500

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:

☐ 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))

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

Title of each class		Trading symbol		Name of each exchange on which registered
-		-		*

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. ☐

* The registrant’s common stock is quoted on the OTCQX® Best Market under the symbol “VXRT.”

Item 8.01 Other Events.

On September 3, 2026, the Board of Directors (the “Board”) of Vaxart, Inc. (the “Company”), approved a Director Resignation Policy that requires a director, following certification of the stockholder vote from the meeting at which the election occurred, to promptly tender a written offer of resignation if the director receives more “withhold” votes than “for” votes in an uncontested election. The Nominating and Governance Committee of the Board is required to promptly consider the director’s offer of resignation and recommend to the Board whether to accept the resignation or reject it; and the Board is required to act on the Nominating and Governance Committee’s recommendation within 90 days following certification of the stockholder vote following receipt of the recommendation.

Additionally, on September 3, 2026, the Board approved a Director Stock Ownership Policy, pursuant to which a target level of stock ownership was set for the Company’s non-employee directors at two times the current annual cash retainer. The cash retainer for purposes of the Director Stock Ownership Policy includes the then current annual cash retainer for service on the Board excluding any incremental compensation for serving on Board committees or other additional duties. The value of shares held will be calculated annually based on the 90 day simple moving average price of the Company’s common stock on the Company’s principal trading market on which the common stock is listed or quoted as of December 31 of the current year (the “Measurement Date”), and compliance with the applicable stock ownership requirements under the Director Stock Ownership Policy will be measured as of each Measurement Date. For purposes of determining the ownership value held under the Director Stock Ownership Policy, shares of the Company’s common stock owned directly or indirectly by the director as well as shares of the Company’s common stock subject to vested or unvested share-based awards (e.g., restricted stock and restricted stock units) that vest based solely on service are included.

The foregoing descriptions of the Director Resignation Policy and the Director Stock Ownership Policy do not purport to be complete and are qualified in their entirety by reference to the full text of the Director Resignation Policy and the Director Stock Ownership Policy, which will be filed as exhibits to the Company’s next periodic report.

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 hereunto duly authorized.

Date: September 14, 2026		VAXART, INC.
	By:	/s/ Steven Lo
		Steven Lo
		President and Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 10.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 13.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.1 KB