Vaxart shareholders reiterate intent to vote against reverse stock split

Richard John Burgess, Daniel Houle, Michael Patrick Kelley, Marc Eustace Pereira, Patrice Raffy, Benjamin Sauv, Mark Silverberg, Matthew Wallace and David Whitney, who collectively beneficially own more than 2.6M shares of Vaxart (VXRT), issued a statement in response to the Company’s appointment of W. Mark Watson as Lead Independent Director of the Company’s Board of Directors and intent to adopt a stock ownership policy for directors. The shareholders said, “The Concerned Vaxart Stockholders simply do not believe that the elevation of Mr. Watson to a leadership position in the boardroom delivers sufficient change to address stockholder concerns. During Mr. Watson’s three-year tenure on the Board, stockholders have endured repeated dilution, governance failures and strategic missteps. We believe designating Mr. Watson as Lead Independent Director conflates title with substance, as true independence requires impartial oversight and freedom from entrenched influence, standards he cannot meet in our view. This appointment underscores the Board’s preference for optics rather than meaningful reform, and further signals that CEO Steven Lo will be elevated to the Chairman role, which we would not support. While the Board’s stated intent to adopt a director stock ownership policy to better align the Board’s interests with stockholders is a long-overdue step in the right direction, it too fails to deliver meaningful change that long-suffering stockholders deserve. It is troubling to us that the Board announced these insufficient changes seemingly without soliciting input from stockholders. As a reminder, Vaxart previously claimed it would incorporate ‘stockholder feedback’ into governance reforms; yet, these changes were announced unilaterally, without outreach to the very investors who have consistently called for transparency, accountability and structural reform at the Company. This decision follows the overwhelming rejection of the Company’s proposed reverse stock split at the June 13, 2025 annual meeting of stockholders, apparent rejection of the reverse stock split at the originally scheduled September 5th special meeting and reinforces our concern that the Board will continue to disregard the will of stockholders…The Concerned Vaxart Stockholders urge all stockholders to remain vigilant and to continue voting “AGAINST” the reverse stock split proposal, which we believe risks obscuring underlying issues rather than addressing them, and call on the Company to engage in genuine dialogue with its investor base, implement reforms that reflect stockholder priorities and restore credibility through meaningful action rather than optics.”