vxrt20230628_8k.htm
false 0000072444 0000072444 2023-06-26 2023-06-26
 
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 26, 2023
 
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.)
   
170 Harbor Way, Suite 300, South San Francisco, California
 
94080
(Address of principal executive offices)
 
(Zip Code)
 
Registrants 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
Common Stock, $0.0001 par value
 
VXRT
 
The Nasdaq Capital Market
 
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. ☐
 
 

 
Item 5.07.         Submission of Matters to a Vote of Security Holders.
 
On June 26, 2023, Vaxart, Inc. (the “Company”), convened its 2023 annual meeting of stockholders (the “Annual Meeting”). Proxies had been submitted by stockholders representing approximately 54.75% of the shares of the Company’s common stock outstanding and entitled to vote, which constituted a quorum. At the Annual Meeting, the Company’s stockholders voted on four Proposals, each of which is described in more detail in the proxy statement for the Annual Meeting (the “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 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 the Company’s 2024 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
 
Michael J. Finney, Ph.D.
   
27,992,065
     
3,862,544
   
42,397,502
 
Andrei Floroiu
   
23,771,964
     
8,082,645
   
42,397,502
 
Elaine J. Heron, Ph.D.
   
28,489,847
     
3,364,762
   
42,397,502
 
W. Mark Watson
   
27,950,477
     
3,904,132
   
42,397,502
 
David Wheadon, M.D.
   
27,167,509
     
4,687,100
   
42,397,502
 
Robert A. Yedid
   
23,166,022
     
8,688,587
   
42,397,502
 
 
Proposal 2. Stockholders ratified the selection of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The voting results were as follows:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
67,434,986
 
3,868,365
 
2,948,760
 
-
 
Proposal 3. Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting results were as follows:
 
Votes For 
 
Votes Against
 
Abstentions
 
Broker Non-Votes
18,890,423
 
11,637,307
 
1,326,879
 
42,397,502
 
Proposal 4. Stockholders voted on a non-binding advisory basis on the frequency of the advisory vote on the compensation of the Company’s named executive officer (the “Say-on-Frequency Proposal”). The voting results were as follows:
 
Once Every Year
 
Every Two Years
 
Every Three Years
 
Abstain
25,454,444
 
1,853,035
 
1,867,998
 
2,679,132
 
 
Item 9.01.         Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit Number
Description
 
     
104
Cover Page Interactive Data File (embedded within Inline XBRL document).
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
VAXART, INC.
   
Dated: June 28, 2023
 
 
By:
/s/ Andrei Floroiu
   
Andrei Floroiu
   
President and Chief Executive Officer