Vaxart, Inc. · OTC:VXRT
Vaxart — Proxy Contest (June 2026)
18 slides from Vaxart's proxy contest presentation, Jun 22, 2026
Slide 1: A Case for Change at Vaxart
THE CONCERNED VAXART STOCKHOLDERS A coalition of retail investors owning 1,515,343 shares of Vaxart, Inc. (OTCQX: VXRT) A Case for Change at Vaxart Restore Accountability. Restore Transparency. Restore Value. VOTE THE GOLD UNIVERSAL PROXY CARD FOR HOULE • SILVERBERG • WALLACE 2026 Annual Meeting of
Slide 2: Five Failures. Three Independent Directors. One GOLD Card.
EXECUTIVE SUMMARY Five Failures. Three Independent Directors. One GOLD Card. 59.0% 67.5% –91% $343M 2025 WITHHELD votes 2025 vote AGAINST 5-year total Cumulative losses from Director Wheadon say-on-pay shareholder return since 2020 Why Stockholders Should Vote FOR Houle, Silverberg and Wallace Susta
Slide 3: How the Vaxart Campaign Maps to the Five Tests of a Sound Dissident Case
CASE FRAMEWORK How the Vaxart Campaign Maps to the Five Tests of a Sound Dissident Case A credible case for change rests on five factors. The Vaxart record clears each one. Factor What It Tests Vaxart Record 1. Long-term TSR Sustained underperformance vs. peers and broad indices, –91% 5Y TSR; –47% (
Slide 4: Clinical-Stage Oral Vaccine Developer in Need of Better Oversight
COMPANY OVERVIEW Clinical-Stage Oral Vaccine Developer in Need of Better Oversight Vaxart, Inc. (OTCQX: VXRT) is a clinical-stage biotechnology company developing oral, room-temperature- COMPANY SNAPSHOT stable, pill-based recombinant vaccines using a proprietary delivery platform. The science is pr
Slide 5: What the Board Will Tell You — and Why It Doesn’t Change the Case
REBUTTAL — THE “MOMENTUM” STORY What the Board Will Tell You — and Why It Doesn’t Change the Case The recent milestones are real — but they were financed by the dilution we flag, and we believe none of them fixes the governance failures the slate exists to address. What the Board says The reality Wh
Slide 6: “Don’t Disrupt the Board” — Why That Argument Fails
REBUTTAL — THE JUNE 16 BOARD LETTER “Don’t Disrupt the Board” — Why That Argument Fails On June 16, 2026, the Board’s two newest directors urged a WHITE-card vote, calling our nominees “unqualified” and a “disruption.” Three independent seats are additive oversight — not disruption. What the June 16
Slide 7: Five Years of Underperformance — Not a Market Problem
FACTOR 1 — PERFORMANCE Five Years of Underperformance — Not a Market Problem –47.2% –93.1% –124.3% –220.6% vs. S&P Biotech, 1Y vs. S&P Biotech, 3Y vs. S&P Biotech, 10Y vs. Russell 2000, 10Y We believe that these are not the results of a difficult market. They are the results of a Board and managemen
Slide 8: The $453M BARDA Award — Diluted Away in Three Hours
FACTOR 2 — BOARD DECISION #1 The $453M BARDA Award — Diluted Away in Three Hours June 13, 2024 — what should have been Vaxart's best day became a textbook case of value-destructive capital allocation. 4:00 PM ET 4:15 PM ET 7:07 PM ET Stock Closes $453M BARDA Award 50M Share Dilution VXRT closes at $
Slide 9: Dilution Was a Choice — Not the Only Way to Fund the Pipeline
CAPITAL ALLOCATION — THE PATH NOT TAKEN Dilution Was a Choice — Not the Only Way to Fund the Pipeline A clinical-stage developer must raise capital — the dispute is how, not whether. We believe that better-structured options existed that would have funded the science while protecting existing stockh
Slide 10: The Yedid Resignation the Board Did Not Fully Disclose
FACTOR 2 — BOARD DECISION #2 The Yedid Resignation the Board Did Not Fully Disclose FAILED DISCLOSURE — THE YEDID RESIGNATION WHY THE NON-DISCLOSURE MATTERS FBI agents approached sitting director Robert A. Yedid in connection A board isn’t required to disclose every personnel matter — but candor abo
Slide 11: Pay-for-Failure: NEO Compensation Despite Voted Opposition
FACTOR 2 — BOARD DECISION #3 Pay-for-Failure: NEO Compensation Despite Voted Opposition Named Executive Officer Salary Stock Awards Option Awards TOTAL Steven Lo — President & CEO $650,000 $776,203 $964,910 $2,810,918 +35% James Cummings, M.D. — CMO $521,000 $208,116 $302,106 $1,254,494 CEO pay YoY
Slide 12: Three Independent Nominees — Each Closes a Specific Gap
FACTOR 3 — NEXUS Three Independent Nominees — Each Closes a Specific Gap Each nominee owns Vaxart stock — capital aligned with yours — and brings expertise this Board demonstrably lacks. Three of six is a non-majority slate, a lower-disruption change consistent with the record of failure. Matthew M.
Slide 13: Skills the Current Board Lacks — That Our Nominees Bring
FACTOR 3 — NEXUS Skills the Current Board Lacks — That Our Nominees Bring The Board's gaps connect directly to the decisions that destroyed value. Our slate of director nominees is designed to close those specific gaps. Three Incumbents Capability Houle Silverberg Wallace We Oppose Clinical trial de
Slide 14: Stockholders Withheld Majority Support From Four Directors. The Board Seated Them Anyway.
FACTOR 4 — UNRESPONSIVE BOARD Stockholders Withheld Majority Support From Four Directors. The Board Seated Them Anyway. At the 2025 Annual Meeting, stockholders sent unmistakable signals on each of the three incumbent directors we now oppose — and on Board compensation practices. The Board's pattern
Slide 15: Three Incumbents Accountable for Vaxart's Decline
FACTOR 4 — ACCOUNTABILITY Three Incumbents Accountable for Vaxart's Decline We do not oppose the election of nominees Breitmeyer, Finney or Watson - We do oppose the re-election of the three incumbent directors below — each of whom failed to win majority support in 2025, kept in their seats only due
Slide 16: Not a Majority of the Board — Three of Six Seats, Not Control
FACTOR 5 — PROPORTIONATE CHANGE Not a Majority of the Board — Three of Six Seats, Not Control Strategic Partnerships Two New Board Committees Pursue norovirus partnerships with the cruise industry and HPV/cancer-prevention Establish a Clinical & Regulatory Affairs Committee (trial oversight, FDA int
Slide 17: Restore Accountability. Restore Transparency. Restore Value.
VOTE FOR CHANGE Restore Accountability. Restore Transparency. Restore Value. Daniel P. Houle Mark Silverberg, DDS, MD Matthew M. Wallace, MD Coalition Founder & Stockholder Advocate Healthcare Inventor & Entrepreneur Physician Leader & Clinical-Trial Operator Vaxart stockholder since 2020 • CVS foun
Slide 18: Disclaimer
IMPORTANT INFORMATION Disclaimer The materials contained herein (the “Materials”) represent the opinions of Daniel P. Houle, Mark Silverberg, DDS, MD, Matthew M. The Materials contain forward-looking statements. All statements contained herein that are not clearly historical in nature or that Wallac