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At VAXART INC.'s shareholder meeting held June 13, 2025, in the 2024-2025 proxy season, 59 asset managers reported how they voted on 9 ballot items in their SEC Form N-PX filings, covering 189 separate fund positions. On the most widely held item on that ballot — To approve, on a non-binding, advisory basis, the compensation of our named executive officers… — VAXART INC.'s filing reports the proposal as not approved, with 32% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: VAXART INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 17, 2025.
Download data (CSV): ballot items · votes by manager · column guide.
Compiled from SEC Form N-PX filings and VAXART INC.’s Form 8-K, filed June 17, 2025 (Item 5.07 on EDGAR). Page generated November 8, 2026.
Meeting of June 13, 2025: 9 items on VAXART INC.’s Form 8-K, filed June 17, 2025: 1 approved · 2 not approved · 6 without a stated outcome.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Proxy season: 2023-2024 2024-2025
Explore VAXART INC. in the interactive database Compare manager voting policies
These tallies are VAXART INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 17, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Kevin P. Finney | 58,114,948 | -- | -- | 55,142,578 | 42,945,596 | 51.3% | Not verified | — |
| Elect Director: Michael J. Finney, Ph.D. | 54,978,926 | -- | -- | 58,278,600 | 42,945,596 | 48.5% | Not verified | — |
| Elect Director: Elaine J. Heron, Ph.D. | 55,573,566 | -- | -- | 57,683,960 | 42,945,596 | 49.1% | Not verified | — |
| Elect Director: Steven Lo | 56,055,217 | -- | -- | 57,202,309 | 42,945,596 | 49.5% | Not verified | — |
| Elect Director: W. Mark Watson, C.P.A. | 63,462,794 | -- | -- | 49,794,732 | 42,945,596 | 56% | Not verified | — |
| Elect Director: David Wheadon, M.D. | 46,476,774 | -- | -- | 66,780,752 | 42,945,596 | 41% | Not verified | — |
| 2. An amendment to the Company's Restated Certificate of Incorporation to effect a reverse stock split of issued shares of the Company's common stock into a lesser number of shares by a ratio of not less than 1-for-5 and not more than 1-for-5 | 63,604,351 | 91,897,715 | 701,056 | -- | -- | 41% | Not approved | — |
| 3. The selection of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the year ending December 31, 2025 | 110,142,249 | 37,989,683 | 8,071,190 | -- | -- | 74% | Approved | — |
| 4. On a non-binding, advisory basis, the 2024 compensation of the Company's named executive officers as disclosed in the Proxy Statement | 34,400,261 | 71,451,726 | 7,405,539 | -- | 42,945,596 | 32% | Not approved | — |
Source: VAXART INC., Form 8-K, filed with the SEC on June 17, 2025 — read the filing on EDGAR.
Each item below shows how the 59 asset managers that disclosed a VAXART INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 2 wordings of this item as funds reported it.
41% Plurality election · of votes cast
Description as filed by funds: Election of Directors: David Wheadon, M.D.
VAXART INC.’s own tally for this item (“Elect Director: David Wheadon, M.D.”): 46,476,774 for, 66,780,752 withheld, per its Form 8-K filed June 17, 2025 (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 41% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 7 asset managers below reported 9,951,719 for, 2,467,468 withheld.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,890,080 | 0 | 0 | 0 | For |
| Fidelity | 0 | 0 | 0 | 2,222,231 | Withhold |
| Charles Schwab | 0 | 0 | 0 | 153,547 | Withhold |
| Invesco | 0 | 0 | 0 | 63,832 | Withhold |
| Goldman Sachs | 61,639 | 0 | 0 | 0 | For |
| Victory Capital | 0 | 0 | 0 | 27,143 | Withhold |
| Guggenheim | 0 | 0 | 0 | 715 | Withhold |
Combines 2 wordings of this item as funds reported it.
49.1% Plurality election · of votes cast
Description as filed by funds: Election of Directors: Elaine J. Heron, Ph.D.
VAXART INC.’s own tally for this item (“Elect Director: Elaine J. Heron, Ph.D.”): 55,573,566 for, 57,683,960 withheld, per its Form 8-K filed June 17, 2025 (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 49.1% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 7 asset managers below reported 12,173,950 for, 245,237 withheld.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,890,080 | 0 | 0 | 0 | For |
| Fidelity | 2,222,231 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 0 | 0 | 153,547 | Withhold |
| Invesco | 0 | 0 | 0 | 63,832 | Withhold |
| Goldman Sachs | 61,639 | 0 | 0 | 0 | For |
| Victory Capital | 0 | 0 | 0 | 27,143 | Withhold |
| Guggenheim | 0 | 0 | 0 | 715 | Withhold |
Combines 2 wordings of this item as funds reported it.
51.3% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Kevin P. Finney
VAXART INC.’s own tally for this item (“Elect Director: Kevin P. Finney”): 58,114,948 for, 55,142,578 withheld, per its Form 8-K filed June 17, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 51.3% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 7 asset managers below reported 12,419,187 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,890,080 | 0 | 0 | 0 | For |
| Fidelity | 2,222,231 | 0 | 0 | 0 | For |
| Charles Schwab | 153,547 | 0 | 0 | 0 | For |
| Invesco | 63,832 | 0 | 0 | 0 | For |
| Goldman Sachs | 61,639 | 0 | 0 | 0 | For |
| Victory Capital | 27,143 | 0 | 0 | 0 | For |
| Guggenheim | 715 | 0 | 0 | 0 | For |
Combines 2 wordings of this item as funds reported it.
48.5% Plurality election · of votes cast
Description as filed by funds: Election of Directors: Michael J. Finney, Ph.D.
VAXART INC.’s own tally for this item (“Elect Director: Michael J. Finney, Ph.D.”): 54,978,926 for, 58,278,600 withheld, per its Form 8-K filed June 17, 2025 (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 48.5% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 7 asset managers below reported 12,419,187 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,890,080 | 0 | 0 | 0 | For |
| Fidelity | 2,222,231 | 0 | 0 | 0 | For |
| Charles Schwab | 153,547 | 0 | 0 | 0 | For |
| Invesco | 63,832 | 0 | 0 | 0 | For |
| Goldman Sachs | 61,639 | 0 | 0 | 0 | For |
| Victory Capital | 27,143 | 0 | 0 | 0 | For |
| Guggenheim | 715 | 0 | 0 | 0 | For |
Combines 2 wordings of this item as funds reported it.
49.5% Plurality election · of votes cast
Description as filed by funds: Election of Directors: Steven Lo
VAXART INC.’s own tally for this item (“Elect Director: Steven Lo”): 56,055,217 for, 57,202,309 withheld, per its Form 8-K filed June 17, 2025 (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 49.5% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 7 asset managers below reported 12,419,187 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,890,080 | 0 | 0 | 0 | For |
| Fidelity | 2,222,231 | 0 | 0 | 0 | For |
| Charles Schwab | 153,547 | 0 | 0 | 0 | For |
| Invesco | 63,832 | 0 | 0 | 0 | For |
| Goldman Sachs | 61,639 | 0 | 0 | 0 | For |
| Victory Capital | 27,143 | 0 | 0 | 0 | For |
| Guggenheim | 715 | 0 | 0 | 0 | For |
Combines 2 wordings of this item as funds reported it.
56% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: W. Mark Watson
VAXART INC.’s own tally for this item (“Elect Director: W. Mark Watson, C.P.A.”): 63,462,794 for, 49,794,732 withheld, per its Form 8-K filed June 17, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 56% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
The 7 asset managers below reported 12,237,782 for, 181,405 withheld.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,890,080 | 0 | 0 | 0 | For |
| Fidelity | 2,222,231 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 0 | 0 | 153,547 | Withhold |
| Invesco | 63,832 | 0 | 0 | 0 | For |
| Goldman Sachs | 61,639 | 0 | 0 | 0 | For |
| Victory Capital | 0 | 0 | 0 | 27,143 | Withhold |
| Guggenheim | 0 | 0 | 0 | 715 | Withhold |
41% Not approved · of votes cast
Description as filed by funds: To adopt and approve an amendment to our Restated Certificate of Incorporation to effect a reverse stock split of issued shares of the Company's common stock into a lesser number of shares by a ratio of not less than 1-for-5 and not more than 1-for-50, with the exact ratio to be set within this range by the board of directors of the Company in its sole discretion.
VAXART INC.’s own tally for this item (“2. An amendment to the Company's Restated Certificate of Incorporation to effect a reverse stock split of issued shares of the Company's common stock into a lesser number of shares by a ratio of not less than 1-for-5 and”): 63,604,351 for, 91,897,715 against — failed, per its Form 8-K filed June 17, 2025 (Item 5.07).
Reported outcome: Not approved, in the filing’s own words: “Stockholders did not approve an amendment to the Company's Restated Certificate of Incorporation to effect a reverse stock split of issued shares of the Company's common stock into a lesser number of shares by a ratio of not less than 1-for-5 and not more than 1-for-50, with the exact ratio to be s…”
Support: 41% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 7 asset managers below reported 12,419,187 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,890,080 | 0 | 0 | 0 | For |
| Fidelity | 2,222,231 | 0 | 0 | 0 | For |
| Charles Schwab | 153,547 | 0 | 0 | 0 | For |
| Invesco | 63,832 | 0 | 0 | 0 | For |
| Goldman Sachs | 61,639 | 0 | 0 | 0 | For |
| Victory Capital | 27,143 | 0 | 0 | 0 | For |
| Guggenheim | 715 | 0 | 0 | 0 | For |
Combines 5 wordings of this item as funds reported it.
32% Not approved · of votes cast
Description as filed by funds: To approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement.
VAXART INC.’s own tally for this item (“4. On a non-binding, advisory basis, the 2024 compensation of the Company's named executive officers as disclosed in the Proxy Statement”): 34,400,261 for, 71,451,726 against — failed, per its Form 8-K filed June 17, 2025 (Item 5.07).
Reported outcome: Not approved, in the filing’s own words: “Stockholders did not approve, on a non-binding, advisory basis, the 2024 compensation of the Company's named executive officers as disclosed in the Proxy Statement.”
Support: 32% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,890,080 | 0 | 0 | 0 | For |
| Fidelity | 0 | 2,222,231 | 0 | 0 | Against |
| Charles Schwab | 0 | 153,547 | 0 | 0 | Against |
| Invesco | 0 | 63,832 | 0 | 0 | Against |
| Goldman Sachs | 61,639 | 0 | 0 | 0 | For |
| Victory Capital | 0 | 27,143 | 0 | 0 | Against |
| Guggenheim | 0 | 715 | 0 | 0 | Against |
Fund voting reports, all 7 managers: 9,951,719 for, 2,467,468 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| GEODE CAPITAL MANAGEMENT, LLC | 0 | 2,577,762 | 0 | 0 | Against |
| SILVERARC CAPITAL MANAGEMENT, LLC | 0 | 758,069 | 0 | 0 | Against |
| BlackRock | 506,882 | 0 | 0 | 0 | For |
| Northern Trust | 189,527 | 0 | 0 | 0 | For |
| Charles Schwab | 0 | 153,547 | 0 | 0 | Against |
| Invesco | 0 | 146,566 | 0 | 0 | Against |
| Vanguard | 45,214 | 4,348 | 0 | 0 | Mixed |
| State Street | 43,725 | 1,223 | 0 | 0 | For |
| Two Sigma | 0 | 43,949 | 0 | 0 | Against |
| Fisher Asset Management, LLC | 0 | 39,223 | 0 | 0 | Against |
| Dimensional | 0 | 36,989 | 0 | 0 | Against |
| STIFEL NICOLAUS & CO INC \MO\ | 0 | 34,092 | 0 | 0 | Against |
| Victory Capital | 0 | 27,143 | 0 | 0 | Against |
| Corient Private Wealth LLC | 16,825 | 127 | 0 | 0 | For |
| TRUIST FINANCIAL CORP | 0 | 16,000 | 0 | 0 | Against |
| Goldman Sachs | 15,191 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 0 | 14,584 | 0 | 0 | Against |
| Prudential/PGIM | 0 | 13,500 | 0 | 0 | Against |
| PNC BANK, NATIONAL ASSOCIATION | 0 | 12,850 | 0 | 0 | Against |
| Focus Partners Wealth | 0 | 10,000 | 0 | 0 | Against |
| US BANK NATIONAL ASSOCIATION | 0 | 10,000 | 0 | 0 | Against |
| Obermeyer Wealth Partners | 0 | 9,049 | 0 | 0 | Against |
| Curi Capital, LLC | 0 | 3,850 | 0 | 0 | Against |
| SECURITY NATIONAL TRUST CO | 3,000 | 0 | 0 | 0 | For |
| Point72 | 0 | 2,000 | 0 | 0 | Against |
Institutional-manager reports, all 57 managers: 825,433 for, 3,922,656 against. Showing the 25 largest; every one is in the interactive database (link above).
74% Approved · of votes cast
Description as filed by funds: To ratify the selection by our Audit Committee of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2025.
VAXART INC.’s own tally for this item (“3. The selection of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the year ending December 31, 2025”): 110,142,249 for, 37,989,683 against — passed, per its Form 8-K filed June 17, 2025 (Item 5.07).
Reported outcome: Approved, in the filing’s own words: “Stockholders ratified the selection of WithumSmith+Brown, PC as the Company's independent registered public accounting firm for the year ending December 31, 2025.”
Support: 74% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 7 asset managers below reported 12,419,187 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 9,890,080 | 0 | 0 | 0 | For |
| Fidelity | 2,222,231 | 0 | 0 | 0 | For |
| Charles Schwab | 153,547 | 0 | 0 | 0 | For |
| Invesco | 63,832 | 0 | 0 | 0 | For |
| Goldman Sachs | 61,639 | 0 | 0 | 0 | For |
| Victory Capital | 27,143 | 0 | 0 | 0 | For |
| Guggenheim | 715 | 0 | 0 | 0 | For |
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 228,222,953 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 4.33% |
| 2 | Fidelity | 0.97% |
| 3 | Charles Schwab | 0.07% |
| 4 | Invesco | 0.03% |
| 5 | Goldman Sachs | 0.03% |
| 6 | Victory Capital | 0.01% |
| 7 | Guggenheim | <0.01% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | GEODE CAPITAL MANAGEMENT, LLC | 1.13% |
| 2 | SILVERARC CAPITAL MANAGEMENT, LLC | 0.33% |
| 3 | BlackRock | 0.22% |
| 4 | Northern Trust | 0.08% |
| 5 | Charles Schwab | 0.07% |
| 6 | Invesco | 0.06% |
| 7 | Vanguard | 0.02% |
| 8 | State Street | 0.02% |
| 9 | Two Sigma | 0.02% |
| 10 | Fisher Asset Management, LLC | 0.02% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Vanguard Group | 4.54% | 13F |
| Sio Capital Management, LLC | 2.45% | 13G |
| Andrei Floroiu, M.B.A. | 1.43% | DEF14A |
| Geode Capital | 1.17% | 13F |
| BlackRock | 0.78% | 13F |
| Sean Tucker, Ph.D. | 0.75% | DEF14A |
| James Cummings, M.D. | 0.62% | DEF14A |
| Millennium Management | 0.42% | 13F |
| Michael J. Finney, Ph.D. | 0.42% | DEF14A |
| State Street | 0.35% | 13F |
Percentages above are of 228,222,953 shares outstanding, as reported by VAXART INC. on its Form 10-Q dated May 6, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from VAXART INC.’s 10-Q dated May 6, 2025. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.
VAXART INC. proxy season coverage: 2023-2024 · 2024-2025 (this page).
proxyvotesnow.com, “VAXART (VXRT) 2025 Annual Meeting: Vote Results & How Funds Voted”, https://proxyvotesnow.com/company/vaxart-inc/2025 (version of November 9, 2026). Derived from SEC Form N-PX and Form 8-K filings; tables licensed CC BY 4.0. Licence: CC BY 4.0.