Vaxart, Inc. (OTCQX: VXRT) announced a cooperation agreement with a group of stockholders to resolve a proxy contest ahead of its 2026 Annual Meeting of Stockholders, according to a press release from the South San Francisco-based company.

Under the agreement, Vaxart will conduct a search within 90 days following the annual meeting to appoint an additional independent director, selected in mutual agreement with the stockholder group. The group includes Daniel P. Houle, Mark Silverberg, Matthew M. Wallace, Patrice Raffy, Marc Eustace Pereira, and Q3 Nominees Pty Ltd. In exchange, the stockholder group agreed to withdraw its director nominations of Houle, Silverberg, and Wallace.

The agreement also calls for the formation of a Stockholder Engagement Committee and a Clinical and Regulatory Affairs Committee. Additional governance measures include the selection of new chairs for the Nominating and Governance and Compensation Committees, adoption of director stock ownership and resignation policies, and customary standstill and voting provisions.

W. Mark Watson, Lead Independent Director of Vaxart's Board, said the resolution allows the company to "move forward with a unified focus on executing its strategy" and that the governance enhancements would "reinforce the continuity of experienced oversight needed as Vaxart enters its next phase of growth."

The stockholder group stated the agreement "strengthens Board oversight and accountability" and expressed confidence in Vaxart's oral vaccine platform.

The cooperation agreement is to be filed on a Form 8-K with the U.S. Securities and Exchange Commission. Goodwin Procter LLP and Thompson Hine LLP are serving as legal advisors to Vaxart, while Olshan Frome Wolosky LLP is advising the stockholder group.