Item 5.07. Submission of Matters to a Vote of Security Holders.
Vaxart, Inc. ("Vaxart" or the "Company") held its 2021 Annual Meeting of
Stockholders (the "2021 Annual Meeting") on June 16, 2021, at 170 Harbor Way,
Suite 300, South San Francisco, California 94080. At the 2021 Annual Meeting,
the Company's stockholders voted on four proposals, each of which is described
in more detail in the 2021 Proxy Statement. The following is a brief description
of each matter voted upon and the results, including the number of votes cast
for and against each matter and, if applicable, the number of abstentions and
broker non-votes with respect to each matter. Proxies for the 2021 Annual
Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act
of 1934, as amended, and there was no solicitation in opposition of management's
solicitation.
Proposal 1. Stockholders elected the six nominees for directors to serve until
Vaxart's 2022 Annual Meeting of Stockholders or until his or her respective
successor has been duly elected and qualified. The voting results were as
follows:
Director Name Votes For Votes Withheld Broker Non-Votes
David Wheadon, M.D. 20,540,834 897,172 39,352,088
Karen J. Wilson 20,430,858 1,007,148 39,352,088
Todd C. Davis 19,672,506 1,765,500 39,352,088
Michael J. Finney, PHD 17,950,136 3,487,870 39,352,088
Andrei Floroiu 19,578,965 1,859,041 39,352,088
Robert A. Yedid 19,230,568 2,207,438 39,352,088
Proposal 2. Stockholders approved the amendment to the Vaxart, Inc. 2019 Equity
Incentive Plan, increasing the number of shares of common stock reserved for
issuance thereunder by 8,900,000 to 16,900,000 shares. The voting results were
as follows:
Votes For Votes Against Abstentions Broker Non-Votes
13,711,504 7,328,614 397,888 39,352,088
Proposal 3. Stockholders ratified the selection of OUM & Co. LLP as the
Company's independent registered public accounting firm for the year ending
December 31, 2021. The voting results were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
57,671,987 1,705,881 1,412,226 -
Proposal 4. Stockholders approved, on an advisory basis, the compensation of the
Company's named executive officers as set forth in the 2021 Proxy Statement. The
voting results were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
17,022,929 3,522,444 892,633 39,352,088
Item 8.01. Other Events
Wouter W. Latour's term as director and Chairman of the Company's Board of
Directors (the "Board") expired at the 2021 Annual Meeting, and he did not stand
for re-election. In recognition of Dr. Latour's service on the Board, and in
exchange for his release of claims against the Company and agreement to
cooperate in certain matters, the Board agreed to (i) accelerate the vesting of
100,000 option shares granted to Dr. Latour on May 12, 2019, and (ii) provide
that each vested stock option held by Dr. Latour on the date of the 2021 Annual
Meeting will remain outstanding and exercisable for two years or until the
earlier expiration of its 10-year term.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
Number
10.1 Vaxart, Inc. 2019 Equity Incentive Plan (as amended on April 28, 2021)
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VAXART, INC. 
