false 0000072444 0000072444 2021-06-16 2021-06-16
 
 
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 16, 2021
 
 
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)
 
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
Common stock, $0.0001 par value
 
VXRT
 
NASDAQ
 
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.
 
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 Number  Description
   
10.1
 
 
 
 
 
 
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 21, 2021
       
       
By:
 
/s/ Andrei Floroiu
 
           
Andrei Floroiu
           
Chief Executive Officer
 
 
 
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