Vaxart and Activist Stockholders Reach Cooperation

Vaxart, Inc. and a group of stockholders led by Daniel P. Houle entered a Cooperation Agreement that resolves an active proxy contest and withdraws the stockholders' slate of nominees for the 2026 annual meeting.

Rhea-AI Filing Summary

Vaxart, Inc. and a group of stockholders led by Daniel P. Houle entered a Cooperation Agreement that resolves an active proxy contest and withdraws the stockholders' slate of nominees for the 2026 annual meeting.

Under the agreement the Concerned Vaxart Stockholders withdrew their slate and will not vote proxies; the parties agreed to identify and appoint a New Director to the Board within 60 to 90 days from the conclusion of the 2026 Annual Meeting, with that director joining the Nominating and Governance Committee until the 2027 Annual Meeting. The Board also agreed to form two new committees and adopt director ownership and resignation policies in Q3 of fiscal 2026, and company management will meet quarterly with the Concerned Vaxart Stockholders following quarterly earnings.

Insights

Corporate Governance Expert

Proxy contest halted; agreement creates a pathway for one negotiated board seat and governance changes.

The Cooperation Agreement formalizes withdrawal of the challengers' slate and a commitment to appoint a New Director within 60 to 90 days after the 2026 Annual Meeting. It also specifies committee assignments including placement on the Nominating and Governance Committee through the 2027 Annual Meeting.

The agreement includes routine governance items—committee composition, a new Clinical and Regulatory Affairs Committee, a Stockholder Engagement Committee, director ownership/resignation policies to be adopted in Q3 of fiscal 2026, and quarterly management meetings. Timing and final terms depend on the mutual identification and appointment process described in the Cooperation Agreement.

Key Figures

New Director appointment window: 60 to 90 days NGC service term: until the 2027 Annual Meeting Policy adoption timing: third quarter of fiscal 2026 +2 more

5 metrics

New Director appointment window 60 to 90 days after conclusion of the 2026 Annual Meeting

NGC service term until the 2027 Annual Meeting New Director entitled to serve on the Nominating and Governance Committee

Policy adoption timing third quarter of fiscal 2026 Board will adopt director stock ownership and resignation policies

Termination Date windows 30 days and 75 days earlier of 30 days prior to nomination deadline or 75 days prior to first anniversary; clause repeats for next year

Quarterly engagement at least one time per fiscal quarter management to meet with Concerned Vaxart Stockholders after earnings

Key Terms

Cooperation Agreement, GOLD universal proxy card, Nominating and Governance Committee, Stockholder Engagement Committee

4 terms

Cooperation Agreement regulatory

"entered into a cooperation agreement (the “Cooperation Agreement”) with the Company"

A cooperation agreement is a formal contract between two or more organizations that lays out who will do what, how resources and responsibility are shared, how benefits or costs are divided, and how disputes or exits are handled. Like two chefs agreeing on a shared recipe and kitchen duties, it matters to investors because it can create new revenue paths, shift costs or risks, affect who controls key assets or technologies, and change a company’s future growth prospects.

GOLD universal proxy card regulatory

"definitive proxy statement and accompanying GOLD universal proxy card"

A gold universal proxy card is a single ballot used in contested board elections that lists both the company’s nominees and challenger nominees, allowing shareholders to vote for any combination of candidates up to the number of open seats. It matters to investors because it simplifies and preserves their voting choice, reduces the likelihood that a split vote will unintentionally favor one side, and can materially influence who controls the board.

Nominating and Governance Committee financial

"appointed to the Nominating and Governance Committee (the “NGC”)"

A nominating and governance committee is a group of board members tasked with choosing and evaluating directors, planning leadership succession, and setting the company’s board-related rules and ethical standards. Think of it as the company’s hiring and rule-making panel for its top overseers. Its work matters to investors because it shapes who governs the company, how leadership transitions are handled, and whether the board can effectively oversee management and protect shareholder interests.

Stockholder Engagement Committee financial

"form a Stockholder Engagement Committee, which committee shall be chaired by the New Director"

A stockholder engagement committee is a group, usually of board members, set up to communicate with shareholders, gather their views, and advise the board on investor concerns and priorities. It matters to investors because it creates a formal channel—like a dedicated liaison or customer service team—for raising governance, strategy or compensation questions, and can influence company decisions and transparency that affect share value and risk.

FAQ

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

What did Vaxart (VXRT) and the Concerned Vaxart Stockholders agree to?

They agreed to a Cooperation Agreement that ends the proxy contest and withdraws the challengers' slate. The agreement requires the parties to identify and appoint a New Director within 60 to 90 days after the 2026 Annual Meeting and sets committee appointments and governance actions.

Will the Concerned Vaxart Stockholders vote proxies at the 2026 Annual Meeting?

No, the Concerned Vaxart Stockholders agreed they will not vote any proxies received at the 2026 Annual Meeting. They withdrew their slate as part of the Cooperation Agreement reached with the Company on July 1, 2026.

What board or committee changes does the Cooperation Agreement require?

The Board agreed to appoint the New Director to the Nominating and Governance Committee and form a Clinical and Regulatory Affairs Committee. It will also form a Stockholder Engagement Committee chaired by the New Director until the Termination Date.

What governance policies will Vaxart adopt and when?

The Board will adopt certain director stock ownership and resignation policies during the third quarter of fiscal 2026. The Cooperation Agreement states these policy adoptions explicitly as part of the agreed governance changes.

How will management engage with the Concerned Vaxart Stockholders going forward?

Company management will meet with the Concerned Vaxart Stockholders at least one time per fiscal quarter following quarterly earnings. The Concerned Vaxart Stockholders may request up to two additional directors, plus the CEO, to attend such meetings.

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

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Accepted by SEC EDGAR 07/02/2026 - 09:50 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Under § 240.14a-12

VAXART, INC

(Name of Registrant as Specified In Its Charter)

DANIEL P. HOULE

MARK SILVERBERG, DDS, MD

MATTHEW M. WALLACE, MD

PATRICE RAFFY

Q3 NOMINEES PTY LTD

MARC EUSTACE PEREIRA

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Daniel P. Houle and the other participants named herein (collectively, the “Concerned Vaxart Stockholders”) have filed a definitive proxy statement and accompanying GOLD universal proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of the Concerned Vaxart Stockholders’ slate of director nominees at the 2026 annual meeting of stockholders (the “2026 Annual Meeting”) of Vaxart, Inc., a Delaware corporation (the “Company”). On July 1, 2026, in connection with the entry into a cooperation agreement (the “Cooperation Agreement”) with the Company, the Concerned Vaxart Stockholders withdrew their slate of nominees for election to the Board of Directors of the Company (the “Board”) at the 2026 Annual Meeting. The Concerned Vaxart Stockholders will not vote any proxies received from stockholders of the Company at the 2026 Annual Meeting.

Pursuant to the Cooperation Agreement, the Board agreed to cooperate in good faith with the Concerned Vaxart Stockholders to identify and agree upon a director candidate to be appointed to the Board (the “New Director”) within 60 to 90 days from the conclusion of the 2026 Annual Meeting. Additionally, the Cooperation Agreement provides that concurrently with the appointment of the New Director to the Board, the New Director shall also be appointed to the Nominating and Governance Committee (the “NGC”) and shall be entitled to serve on the NGC at least until the Company’s 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”).

Additionally, pursuant to the Cooperation Agreement, as soon as reasonably practicable following the conclusion of the 2026 Annual Meeting, the Board agreed to (i) determine and confirm the composition of the NGC and the Compensation Committee and select new committee chairs for each such committee, (ii) form a Clinical and Regulatory Affairs Committee, which committee shall be chaired by director James B. Breitmeyer, and (iii) form a Stockholder Engagement Committee, which committee shall be chaired by the New Director until the Termination Date (as defined below). The Cooperation Agreement also provides that the Board will adopt certain director stock ownership and resignation policies during the third quarter of fiscal 2026.

Further, pursuant to the Cooperation Agreement, the Company’s management has agreed to meet with the Concerned Vaxart Stockholders for the duration of the Cooperation Agreement at least one time per fiscal quarter following the Company’s reporting of earnings for such quarter to discuss financial and strategic matters based on public information and for the Company to hear and consider the perspectives of the Concerned Vaxart Stockholders. The Concerned Vaxart Stockholders may request the additional presence of up to two directors, in addition to the Chief Executive Officer at any such meeting.

The Cooperation Agreement also contains certain customary voting commitment, standstill, non-disparagement and expense reimbursement provisions.

The Cooperation Agreement will terminate on the date (the “Termination Date”) that is the earlier of (x) 30 days prior to the nomination deadline under the Company’s Amended and Restated Bylaws (the “Bylaws”) for the nomination of director candidates for election to the Board at the 2027 Annual Meeting and (y) 75 days prior to the first anniversary of the 2026 Annual Meeting; provided, however, that the Termination Date shall be automatically delayed until the date that is the earlier of (x) 30 days prior to the nomination deadline under the Bylaws for the nomination of director candidates for election to the Board at the 2028 Annual Meeting of Stockholders of the Company and (y) 75 days prior to the first anniversary of the 2027 Annual Meeting if the Company notifies the Concerned Vaxart Stockholders and the New Director in writing at least 30 days prior to the initial Termination Date that the Board has irrevocably offered to renominate the New Director for election at the 2027 Annual Meeting.

The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2026, and incorporated herein by reference.