The truce hands the stockholder group a seat on a newly reconstituted board and two fresh committees in exchange for dropping its slate.

July 6, 2026

Vaxart, Inc. (OTCQX: VXRT) has reached a settlement with the dissident investor group that had been challenging its board, ending a contest that was headed for a vote at the company’s July 16 annual meeting. Under a Cooperation Agreement dated July 1, the group — led by Daniel P. Houle and operating as the Concerned Vaxart Stockholders — has withdrawn its three director nominees and abandoned its demand to inspect company books and records.

The accord resolves a campaign that the South San Francisco oral vaccine developer had been publicly resisting only weeks earlier, when it circulated preliminary proxy materials urging shareholders to reject the challengers as unqualified. Rather than the confrontation each side had signaled, the two camps have agreed to a negotiated governance overhaul.

Terms of the Truce

The centerpiece is a commitment to seat a mutually agreed independent director. Within 60 to 90 days after the annual meeting, Vaxart and the stockholder group will jointly identify and appoint a New Director, who will join the Nominating and Corporate Governance Committee and be eligible for other committee roles. Should that individual depart for any reason before the agreement expires, the parties will cooperate to name a replacement.

The board also committed to a series of structural changes following the meeting:

• A resignation policy for incumbent directors who fail to win a majority of votes cast in uncontested elections.
• Director stock ownership guidelines.
• A new Clinical and Regulatory Affairs Committee, chaired by director James B. Breitmeyer, to oversee the company’s clinical and regulatory agenda.
• A new Stockholder Engagement Committee, chaired by the incoming New Director.
• A reconstitution of the Nominating and Corporate Governance and Compensation Committees, each with a new chair.

Management agreed to meet with the stockholder group at least once per fiscal quarter, following each earnings release, to discuss financial and strategic matters on the basis of public information. The group may request that up to two directors, in addition to the chief executive, attend those sessions.

Standstill, Voting and Expense Terms

The agreement carries the voting, standstill and non-disparagement provisions customary in settlements of this kind. Vaxart will reimburse the group’s engagement and solicitation costs up to a cap of $650,000.

The arrangement runs until a termination date pegged to the 2027 annual meeting’s nomination window, but it can extend a further year if Vaxart irrevocably commits to renominating the New Director at the 2027 meeting. That mechanism effectively gives the stockholder group’s appointee a potential two-year runway on the board, contingent on the company’s renomination decision.

In its own definitive additional proxy materials, the stockholder group confirmed it has withdrawn its slate and will not vote any proxies it received from Vaxart shareholders at the coming meeting — a clean stand-down that removes the contested element from the July vote entirely.

For Vaxart, the settlement clears a distraction as it approaches a run of clinical and financing catalysts, including data from its BARDA-partnered Phase 2b COVID-19 program. The concessions are notable: two new committees, board-composition changes and formal governance policies amount to a broader restructuring than a withdrawing challenger typically extracts.