vaxxdef14a
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.
 
)
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
Vaxxinity,
 
Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange
 
Act Rules 14a-6(i)(1) and 0-11.
 
vaxxdef14ap2i0
April 28, 2023
Dear Fellow Stockholders:
On behalf of the Board of Directors, I cordially invite you to attend the 202
 
3
 
annual meeting of stockholders (the
“Annual Meeting”) of Vaxxinity
 
,
 
Inc., which will be held on Tuesday,
 
June 20, 2023, beginning at 10:00 a.m.,
Eastern Time.
 
The Annual Meeting will be a completely virtual meeting, which will be conducted via
 
live webcast,
and you may attend the meeting virtually by visiting https://web.lumiagm.com/284047551
 
(password:
vaxxinity2023).
 
We believe hosting a virtual
 
annual meeting enables greater stockholder attendance and
participation from any location around the world, improves meeting
 
efficiency and our ability to communicate
effectively with our stockholders, and reduces the cost and environmental
 
impact of our annual meeting.
Attached to this letter are a Notice of Annual Meeting of Stockholders
 
and Proxy Statement, which describe the
business to be conducted at the meeting.
At the annual meeting, nine persons will be elected to our board of directors.
 
In addition, we will ask stockholders
to ratify the appointment of Armanino LLP as our independent registered
 
public accounting firm for our fiscal year
ending December 31, 2023.
 
The board of directors recommends the approval of each of these proposals. Such other
business will be transacted as may properly come before the annual meeting.
Under Securities and Exchange Commission rules that allow companies
 
to furnish proxy materials to stockholders
over the Internet, we have elected to deliver our proxy materials to certain
 
of our stockholders over the Internet.
 
This delivery process allows us to provide stockholders with the information
 
they need, while at the same time
conserving natural resources and lowering the cost of delivery.
 
On May 1, 2023, we intend to begin sending to our
stockholders a Notice of Internet Availability
 
of Proxy Materials (the “Internet Availability
 
Notice”) containing
instructions on how to access our proxy statement for our 2023 Annual Meeting
 
of Stockholders and our 2022
annual report to stockholders.
 
The Internet Availability
 
Notice also provides instructions on how to vote online or
by telephone, how to access the virtual annual meeting and how to receive a paper copy
 
of the proxy materials by
mail.
Your
 
vote is important to us. Please act as soon as possible to vote your shares. It is important that
 
your shares be
represented at the meeting whether or not you plan to attend the Annual
 
Meeting via the Internet. Please vote
electronically over the Internet, by telephone or by returning your signed
 
proxy card in the envelope provided. You
may also vote your shares online during the Annual Meeting. Instructions on how
 
to vote while participating at the
meeting live via the Internet are posted at https://web.lumiagm.com/284047551
 
.
On behalf of the Board of Directors and management, it is my pleasure
 
to express our appreciation for your
continued support.
 
/s/ Mei Mei Hu
 
Mei Mei Hu
 
President, Chief Executive Officer and Director
 
vaxxdef14ap3i0
April 28, 2023
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 20, 2023
NOTICE IS HEREBY GIVEN
that the Annual Meeting of Stockholders of Vaxxinity,
 
Inc., a Delaware
corporation, will be held on Tuesday,
 
June 20, 2023, at 10:00 a.m., Eastern Time. The Annual
 
Meeting will be a
virtual meeting, which will be conducted via live webcast. You
 
will be able to attend the Annual Meeting online and
submit your questions during the meeting by visiting https://web.lumiagm.com/284047551
 
(password:
vaxxinity2023). For instructions on how to attend and vote your shares
 
at the Annual Meeting, see the information
in the accompanying Proxy Statement in the section titled “General Information
 
about the Annual Meeting and
Voting
 
-How can I attend and vote at the Annual Meeting?”
The Annual Meeting is being held:
1.
to elect directors to hold office until the Company’s
 
annual meeting of stockholders to be held in 2024 and
until their respective successors have been duly elected and qualified;
2.
to ratify the appointment of Armanino LLP as the independent registered
 
public accounting firm of the
Company for the fiscal year ending December 31, 2023; and
3.
to transact such other business as may properly come before the Annual
 
Meeting or any continuation,
postponement or adjournment thereof.
These items of business are described in the Proxy Statement that follows this notice.
 
Holders of record of our
common stock as of the close of business on April 21, 2023 are entitled to notice of
 
and to vote at the Annual
Meeting, or any continuation, postponement or adjournment thereof.
Your
 
vote is important.
Please promptly vote your shares by completing,
 
signing, dating and returning your
proxy card or by Internet or telephone voting as described on your
 
proxy card.
 
By Order of the Board of Directors
 
 
 
/s/ René Paula Molina
 
René Paula Molina
 
General Counsel and Secretary
Merritt Island, Florida
April 28, 2023
This Notice of Annual Meeting and Proxy Statement
 
are first being distributed or made available,
 
as the case may be, on or about May 1, 2023.
Important Notice Regarding the Availability
 
of Proxy Materials for the Stockholder Meeting:
 
This Notice of Annual Meeting, Proxy Statement and our Annual Report are available
 
free of charge at
www.astproxyportal.com/ast/24848/
 
.
Vaxxinity
 
,
 
Inc.
 
505 Odyssey Way,
 
Merritt Island, Florida 32953
 
 
TABLE
 
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Background
Vaxxinity,
 
Inc., a Delaware corporation (“Vaxxinity
 
,” and together with its subsidiaries, the “Company”),
is a biotechnology company currently focused on developing product candidates
 
for human use in the fields of
neurology and coronaviruses utilizing its “Vaxxine
 
Platform”—a peptide vaccine technology first developed by
United Biomedical, Inc. (“UBI”) and subsequently refined over the
 
last two decades. The Company was formed
through the combination of two separate businesses that originated from UBI in
 
two separate transactions: a spin-out
from UBI in 2014 of operations focused on developing chronic disease product
 
candidates that resulted in United
Neuroscience (“UNS”), and a second spin-out from UBI in 2020 of operations
 
focused on the development of a
COVID-19 vaccine that resulted in C19 Corp. (“COVAXX”).
 
On February 2, 2021, Vaxxinity
 
was incorporated for
the purpose of reorganizing and combining UNS and COVAXX
 
and on March 2, 2021, did so by acquiring all of the
outstanding equity interests of UNS and COVAXX
 
pursuant to a contribution and exchange agreement (the
“Contribution and Exchange Agreement”) whereby the existing equity holders
 
of UNS and COVAXX
 
contributed
their equity interests in each of UNS and COVAXX
 
in exchange for equity in Vaxxinity
 
(the “Reorganization”). In
November,
 
2021, the Company closed its initial public offering of Class A common
 
stock (the “IPO”). On
December 30, 2022, COVAXX
 
merged with and into Vaxxinity.
 
For further information about the Company’s
 
business and the material risks that may affect the Company,
please refer to our annual report on Form 10-K for the fiscal year ended December
 
31, 2022 (“Annual Report”).
 
 
 
Vaxxinity,
 
Inc
.
505 Odyssey Way
Merritt Island
Florida 32953
PROXY STATEMENT
 
FOR VAXXINITY,
 
INC.
2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 20, 2023
This proxy statement, along with the accompanying notice of 2023 annual meeting
 
of stockholders, contains
information about the 2023 annual meeting of stockholders of Vaxxinity,
 
Inc., including any adjournments or
postponements of the annual meeting.
 
We are holding
 
the annual meeting at Tuesday,
 
June 20, 2023, at 10:00 a.m.,
Eastern Time, virtually at https://web.lumiagm.com/284047551
 
(password: vaxxinity2023).
This proxy statement relates to the solicitation of proxies by our board of directors
 
for use at the annual meeting.
On or about May 1, 2023, we intend to begin sending to our stockholders the Important
 
Notice regarding the
Availability of
 
Proxy Materials containing instructions on how to access our proxy statement for our 2023
 
annual
meeting of stockholders and our 2022 annual report to stockholders.
Although not part of this proxy statement, we are also sending, along with
 
this proxy statement, our 2022 annual
report, which includes our financial statements for the fiscal year ended
 
December 31, 2022.
 
 
 
IMPORTANT
 
NOTICE REGARDING THE AVAILABILITY
 
OF PROXY MATERIALS
FOR THE
STOCKHOLDER MEETING TO BE HELD ON JUNE 20, 2023
This proxy statement, the notice of 2023 annual meeting of stockholders,
 
our form of proxy card and our 2022
annual report to stockholders are available for viewing, printing and downloading
 
at
https://www.astproxyportal.com/ast/24848/.
 
To view these materials please have
 
your 11-digit control number
available that appears on your Internet Availability
 
Notice or proxy card.
 
On this website, you can also elect to
receive future distributions of our proxy statements and annual reports
 
to stockholders by electronic delivery.
Additionally, you
 
can find a copy of our Annual Report on Form 10-K, which includes our financial statements
 
for
the fiscal year ended December 31, 2022, on the website of the Securities and
 
Exchange Commission, or the SEC, at
www.sec.gov,
 
or in the “SEC Filings” section of the “Investors” section of our website at https://vaxxinity.com/.
 
You
 
may also obtain a printed copy of our Annual Report on Form 10-K, including
 
our financial statements, free of
charge, from us by sending a written request to ir@vaxxi
 
nity.com.
 
Exhibits will be provided upon written request
and payment of an appropriate processing fee.
1
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
VAXXINITY,
 
INC.
TO BE HELD ON JUNE 20, 2023
This proxy statement (the “Proxy Statement”) and our annual report
 
for the fiscal year ended December 31,
2022
 
(the “Annual Report” and, together with this Proxy Statement, the “proxy materials”)
 
are being furnished by
and on behalf of the board of directors of Vaxxinity
 
,
 
Inc., in connection with our 2023 annual meeting of
stockholders (the “Annual Meeting”). References to “Vaxxinity,”
 
the “Company,” “we,”
 
“us,” “our” and other
similar terms refer to the business of Vaxxinity,
 
Inc. and its consolidated subsidiaries, including UNS. The Notice of
Annual Meeting,
 
this Proxy Statement and the 2022 Annual Report are first being distributed or made available,
 
as
the case may be, on or about May 1, 2023.
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND
VOTING
Why am I receiving these materials?
You
 
have received these proxy materials as a Vaxxinity
 
stockholder as of the close of business on
April 21, 2023
 
(the “Record Date”), and you are invited to attend the Annual Meeting and vote your
 
shares on the
proposals described in this Proxy Statement.
 
Why did I receive a notice in the mail regarding the internet availability of proxy materials
instead of a full set of proxy materials?
As permitted by the rules of the U.S. Securities and Exchange Commission, or the
 
SEC, we may furnish
our proxy materials to our stockholders by providing access to such documents
 
on the Internet, rather than mailing
printed copies of these materials to each stockholder.
 
Most stockholders will not receive printed copies of the proxy
materials unless they request them.
 
We believe that
 
this process should expedite stockholders’ receipt of proxy
materials, lower the costs of the annual meeting and help to conserve natural resources.
 
If you received the Internet
Availability Notice
 
by mail or electronically,
 
you will not receive a printed or email copy of the proxy materials,
unless you request one by following the instructions included in the
 
Internet Availability Notice.
 
Instead, the
Internet Availability
 
Notice instructs you as to how you may access and review all of the proxy materials and
 
submit
your proxy on the Internet.
 
If you requested a paper copy of the proxy materials, you may authorize
 
the voting of
your shares by following the instructions on the proxy card, in addition
 
to the other methods of voting described in
this proxy statement.
When and where will the Annual Meeting be held?
The Annual Meeting will be held on Tuesday,
 
June 20, 2023 at 10:00 a.m., Eastern Time. The Annual
Meeting will be a virtual meeting, which will be conducted via live webcast. You
 
will be able to attend the Annual
Meeting online and submit your questions during the meeting at https://web.lumiagm.com/284047551
 
.
 
To attend
and participate in the Annual Meeting, you will need the 11
 
-digit control number included on your proxy card or on
the instructions that accompanied your proxy materials. If you are a registered
 
stockholder and do not receive your
control number or have lost it, please contact American Stock Transfer
 
& Trust Company,
 
LLC (“AST”) at their
toll-free number, (888) 776-9962, or via email
 
at help@astfinancial.com. If your shares are held in “street name,”
you should contact your bank or broker to obtain your control number or otherwise
 
vote through the bank or broker.
If you lose your control number, you may
 
join the Annual Meeting as a “Guest,” but you will not be able to vote,
ask questions or access the list of stockholders as of the close of business on the
 
Record Date. The meeting webcast
will begin promptly at 10:00 a.m., Eastern Time
 
.
 
We encourage
 
you to access the meeting prior to the start time. We
2
encourage you to check-in about 15 minutes prior to the start of the Annual
 
Meeting to allow ample time for the
check-in procedures.
Why Are You
 
Holding a Virtual Annual Meeting?
This year’s annual meeting will be held in a virtual meeting format
 
only. We
 
have designed our virtual
format to enhance, rather than constrain, stockholder access, participation
 
and communication. For example, the
virtual format allows stockholders to communicate with us in advance of, and during,
 
the annual meeting so they
can ask questions of our board of directors or management, as time permits.
 
What are the purposes of the Annual Meeting?
The purpose of the Annual Meeting is:
1.
to elect directors to hold office until the Company’s
 
annual meeting of stockholders to be held in 2024 (the
“2024
 
Annual Meeting”) and until their respective successors have been duly elected and qualified;
2.
to ratify the appointment of Armanino LLP as the independent registered
 
public accounting firm of the
Company for the fiscal year ending December 31, 2023; and
3.
to transact such other business as may properly come before the Annual
 
Meeting or any continuation,
postponement or adjournment thereof.
Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy
Statement?
As of the date of this Proxy Statement, we do not know of any matters to be properly presented
 
at the
Annual Meeting other than those referred to in this Proxy Statement. If other
 
matters are properly presented at the
meeting or any adjournment or postponement thereof for consideration, and you
 
are a stockholder of record and
have submitted a proxy card, the persons named in your proxy card will have the discretion
 
to vote on those matters
for you.
 
What does it mean if I receive more than one set of proxy materials?
It means that your shares are held in more than one account at the transfer agent and/or
 
with banks or
brokers. Please vote all of your shares. To
 
ensure that all of your shares are voted, for shares that you hold as a
registered holder (as discussed below), please submit your proxy
 
by phone, via the Internet, or by signing, dating
and returning the enclosed proxy card in the enclosed envelope, and for
 
shares that are held in the name of a bank,
broker or other nominee on your behalf, please refer to information
 
from your bank, broker or other nominee on how
to submit your voting instructions.
Who is entitled to vote at the Annual Meeting?
You
 
are entitled to vote at the Annual Meeting and any continuation, postponement
 
or adjournment thereof
if you owned shares of our common stock as of the close of business on the Record
 
Date. Registered stockholders as
of the Record Date may attend the Annual Meeting and vote directly online
 
at the Annual Meeting or authorize a
third party to attend and vote online at the Annual Meeting on their behalf.
 
If you are a beneficial owner of our
common stock and your shares are held in a brokerage account or by a bank or other
 
holder of record, the relevant
institution will send you instructions for voting.
 
If you wish to vote the shares of our common stock you
beneficially own directly online at the Annual Meeting or by proxy,
 
you first must obtain a signed proxy from the
record holder (broker, bank or other
 
nominee) giving you the right to vote the shares.
 
Holders of Class A common stock and Class B common stock will vote together as a single class on
 
all
matters submitted to a vote of stockholders at the Annual Meeting. At the
 
close of business on the Record Date,
there were 112,190,162 outstanding
 
shares of our Class A common stock, entitled to vote at the Annual Meeting and
13,874,132 outstanding shares of our Class B common stock, entitled to vote at the
 
Annual Meeting. Each share of
our Class A common stock is entitled to one vote on any matter presented
 
to stockholders at the Annual Meeting.
3
Each share of our Class B common stock is entitled to 10 votes on any matter presented
 
to stockholders at the
Annual Meeting.
 
The holders of our Class B common stock hold, in the aggregate, approximately
 
55.3% of the total voting
power of our outstanding capital stock at the close of business on the Record
 
Date, and the majority of this voting
power is subject to the Voting
 
Agreement described below.
 
For so long as shares of Class B common stock remain
outstanding and represent more than 9.1% of the aggregate number of outstanding
 
shares of Class A common stock
and Class B common stock, the aggregate voting power of the Class B common
 
stock will exceed the aggregate
voting power of the Class A common stock.
 
What is the difference between being a “record holder” and holding shares in “street name”?
A record holder (also called a “registered holder”) holds shares in his or her name.
 
Shares held in “street
name” means that shares are held in the name of a bank, broker or other nominee
 
on the holder’s behalf.
What do I do if my shares are held in “street name”?
If your shares are held in a brokerage account or by a bank or other holder of record,
 
you are considered the
“beneficial owner” of shares held in “street name.” The proxy materials have
 
been forwarded to you by your broker,
bank or other nominee who is considered, with respect to those shares, the stockholder
 
of record. As the beneficial
owner, you have the right to direct your broker,
 
bank or other holder of record on how to vote your shares by
following their instructions for voting. Please refer to information from
 
your bank, broker or other nominee on how
to submit your voting instructions.
How many shares must be present to hold the Annual Meeting?
A
quorum must be present at the Annual Meeting for any business to be conducted.
 
The holders of a
majority in voting power of the Company’s
 
capital stock issued and outstanding and entitled to vote, present
electronically or represented by proxy,
 
constitutes a quorum. If you sign and return your paper proxy card or
authorize a proxy to vote electronically or telephonically,
 
your shares will be counted to determine whether we have
a quorum even if you abstain or fail to vote as indicated in the proxy materials.
Broker non-votes will also be considered present for the purpose of determining
 
whether there is a quorum
for the Annual Meeting.
What are “broker non-votes”?
A “broker non-vote” occurs when shares held by a broker in “street name”
 
for a beneficial owner are not
voted with respect to a proposal because (1) the broker cannot vote the shares on
 
a particular matter because it has
not received voting instructions from the stockholder who beneficially owns
 
the shares and the broker lacks the
authority to vote the shares at their discretion or (2) the broker chooses not to vote on
 
a matter for which it does have
discretionary authority.
 
Proposal No. 1 is considered a non-discretionary matter,
 
and a broker will lack the authority
to vote uninstructed shares at their discretion on such proposal. Proposal
 
No. 2 is considered a discretionary matter,
and a broker will be permitted to exercise its discretion to vote uninstructed shares
 
on this proposal.
What if a quorum is not present at the Annual Meeting?
If a quorum is not present or represented at the scheduled time of the Annual
 
Meeting, (i) the chairperson
of the Annual Meeting or (ii) the holders of a majority in voting power present
 
in person or represented by proxy at
the Annual Meeting and entitled to vote at the Annual Meeting, may adjourn
 
the Annual Meeting until a quorum is
present in person or represented by proxy.
How do I vote my shares without attending the Annual Meeting?
We recommend
 
that stockholders vote by proxy even if they plan to attend the Annual Meeting and vote
electronically. If you are
 
a stockholder of record, there are two ways to vote by proxy:
by Internet –
4
o
Prior to the Annual Meeting, you may vote at www.voteproxy.com
 
by following the on-screen
instructions. You
 
must have your control number to vote online. Internet voting facilities for
stockholders of record will be available 24 hours a day and will close at 11:59
 
p.m., Eastern Time,
on June 19, 2023.
o
During the Annual Meeting, you may vote while attending the webcast at
https://web.lumiagm.com/284047551 and following the on-screen
 
instructions. You
 
must have
your control number to access the webcast and vote.
 
by Mail – You
 
may request a proxy card by following the instructions in the notice.
 
AST will include your control number on the notice or in the proxy materials that
 
will be sent to you. If you
are a registered holder and have not received your control number or have misplaced
 
it, you may reach out to AST at
their toll-free number, (888) 776-9962,
 
or via email at help@astfinancial.com for assistance. If your shares are held
in street name, you will receive your control number and instructions on how
 
to vote from the bank, broker or holder
of record. You
 
must follow the instructions of such bank, broker or holder of record in order for your
 
shares to be
voted.
How can I attend and vote at the Annual Meeting?
We will be hosting
 
the Annual Meeting live via webcast. Any stockholder may attend
 
the Annual Meeting
live online at https://web.lumiagm.com/284047551. If you were a
 
stockholder as of the Record Date, or you hold a
valid proxy for the Annual Meeting, you can vote at the Annual Meeting.
 
A summary of the information you need to
attend the Annual Meeting online is provided below:
Instructions on how to attend and participate via the Internet, including how
 
to demonstrate proof of stock
ownership, will be posted at https://web.lumiagm.com/284047551
 
.
Assistance with questions regarding how to attend and participate via the
 
Internet will be provided at
https://web.lumiagm.com/284047551 on the day of the Annual Meeting.
The Annual Meeting webcast starts promptly at 10:00 a.m., Eastern Time
 
;
 
we encourage you to check-in
about 15 minutes prior to the start of the Annual Meeting to allow ample time for the
 
check-in procedures.
You
 
will need your 11-digit Control Number to enter the
 
Annual Meeting.
Stockholders may submit questions while attending the Annual Meeting
 
via the Internet.
To attend and participate
 
in the Annual Meeting, you will need the 11-digit control number
 
included on
your proxy card or on the instructions that accompanied your proxy materials.
 
If your shares are held in “street
name,” you should contact your bank or broker to obtain your 11
 
-digit control number or otherwise vote through the
bank or broker. If you lose your
 
11-digit control number,
 
you may join the Annual Meeting as a “Guest” but you
will not be able to vote, ask questions or access the list of stockholders as of the Record
 
Date.
What if during the check-in time or during the Annual Meeting I have technical difficulties or
trouble accessing the virtual meeting website?
We will have technicians
 
ready to assist you with any technical difficulties you may have accessing
 
the
virtual meeting website. If you encounter any difficulties accessing
 
the virtual meeting website during the check-in
or meeting time, please call the technical support number that will be posted on
 
the Annual Meeting login page.
How does the board of directors recommend that I vote?
The board of directors recommends that you vote:
FOR
 
the nominees to the board of directors set forth in this Proxy Statement.
FOR
 
the ratification of the appointment of Armanino LLP as the independent
 
registered public accounting
firm of the Company for the fiscal year ending December 31, 202
 
3.
 
 
 
 
 
 
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How many votes are required to approve each proposal?
The table below summarizes the proposals that will be voted on, the vote
 
required to approve each item and
how votes are counted:
Proposal
Votes
 
Required
Voting
 
Options
Impact of
 
“Withhold” or
 
“Abstain” Votes
Broker
Discretionary
 
Voting
 
Allowed
Proposal No. 1:
Election of
Directors
The plurality of the votes cast. This
means that the nominees receiving the
highest number of affirmative “FOR”
votes will be elected as directors.
“FOR ALL”
“WITHHOLD
ALL” “FOR
ALL EXCEPT”
None
(1)
No
(3)
 
 
 
 
 
Proposal No. 2:
Ratification of
Appointment of
Independent
Registered Public
Accounting Firm
The affirmative vote of the holders of
a majority of voting power of capital
stock present in person or represented
by proxy at the Annual Meeting and
entitled to vote on such matter.
 
“FOR”
“AGAINST”
“ABSTAIN”
Same as a vote
“Against”
(2)
Yes
(4)
 
(1)
Votes that are “withheld” will not count as a vote “FOR” or “AGAINST” a director, because directors are elected by plurality voting.
(2)
A vote marked as an “Abstention” is not considered a vote
 
cast, but because the affirmative vote of a majority of voting power
 
of capital
stock present in person or represented by proxy at the Annual
 
Meeting and entitled to vote on such matter is required to pass
 
this proposal,
a vote marked as an “Abstention” will, therefore, have
 
the same effect as a vote cast “Against” the proposal.
(3)
As this proposal is not considered a discretionary matter, brokers lack authority
 
to exercise their discretion to vote uninstructed shares on
this proposal.
(4)
As this proposal is considered a discretionary matter, brokers are permitted to exercise
 
their discretion to vote uninstructed shares on this
proposal.
What if I do not specify how my shares are to be voted?
If you submit a proxy but do not indicate any voting instructions, the persons named
 
as proxies will vote in
accordance with the recommendations of the board of directors.
 
The recommendations of the board of directors are
set forth above, as well as with the description of each proposal in this Proxy Statement.
 
If, prior to the Annual
Meeting, the board of directors learns that any director nominee will be unable
 
to serve for any reason, the proxies
that otherwise would have been voted for this nominee will be voted for a substitute
 
nominee as selected by the
board of directors, unless the board of directors chooses to reduce the number
 
of directors serving on the board of
directors.
Who will count the votes?
Representatives of AST will tabulate the votes.
Can I revoke or change my vote after I submit my proxy?
Yes.
 
Whether you have voted by Internet, telephone or mail, if you are a stockholder
 
of record, you may
change your vote and revoke your proxy by:
sending a written statement to that effect to the attention of our
 
General Counsel and Secretary at our
corporate offices, provided such statement is received no later
 
than June 19, 2023;
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voting again by Internet or telephone at a later time before the closing of those voting
 
facilities at 11:59
p.m., Eastern Time, on June 19, 2023;
submitting a properly signed proxy card with a later date that is received no later than
 
June 19, 2023; or
attending the Annual Meeting, revoking your proxy and voting again.
If you hold shares in street name, you may submit new voting instructions
 
by contacting your bank, broker
or other nominee. You
 
may also change your vote or revoke your proxy online at the Annual Meeting
 
if you obtain a
signed proxy from the record holder (broker,
 
bank or other nominee) giving you the right to vote the shares.
Your
 
most recent proxy card or telephone or Internet proxy is the one that is counted.
 
Your attendance
 
at
the Annual Meeting by itself will not revoke your proxy unless you give written
 
notice of revocation to the
Company before your proxy is voted or you vote online at the Annual Meeting
 
.
Where Can I Find the Voting
 
Results of the Annual Meeting?
The preliminary voting results will be announced at the annual meeting, and we will publish
 
preliminary, or
final results if available, in a Current Report on Form 8-K within four
 
business days of the annual meeting. If final
results are unavailable at the time we file the Form 8-K, then we will file an amended report on
 
Form 8-K to disclose
the final voting results within four business days after the final voting results are
 
known.
 
Who will pay for the cost of this proxy solicitation?
We will pay the cost
 
of soliciting proxies. Proxies may be solicited on our behalf by directors, officers
 
or
employees (for no additional compensation) in person or by telephone, electronic
 
transmission and facsimile
transmission. Brokers and other nominees will be requested to solicit proxies
 
or authorizations from beneficial
owners and will be reimbursed for their reasonable expenses.
Why hold a virtual meeting?
We wish to continue
 
using the latest technology to provide expanded access, improved communication
 
and
cost savings for our stockholders and the Company while providing stockholders
 
the same rights and opportunities
to participate as they would have at an in-person meeting. Furthermore,
 
we believe that a virtual meeting enables
increased stockholder attendance and participation because stockholders
 
can participate from any location around
the world.
 
Will I be able to ask questions at the Annual Meeting?
As part of the Annual Meeting, we will hold a live Q&A session, during
 
which we intend to answer
appropriate questions submitted during the meeting. Only stockholders
 
that have accessed the Annual Meeting as a
stockholder (rather than a “Guest”) by following the procedures outlined
 
above in “
How can I attend and vote at the
Annual Meeting?
” will be able to submit questions during the Annual Meeting. Additionally,
 
our Annual Meeting
will follow “Rules of Conduct,” which will be available on our Annual Meeting
 
webpage for stockholders that have
accessed the Annual Meeting as a stockholder (rather than a “Guest”). Under
 
these Rules of Conduct, a stockholder
may ask up to two questions, and we will not address questions that are, among other
 
things:
 
irrelevant to the business of the Company or to the
 
business of the Annual Meeting;
related to the status or conduct of our clinical trials beyond that which is contained
 
in our prior public
disclosures;
related to material non-public information of the Company;
related to personal grievances;
derogatory references to individuals or that are otherwise in bad taste;
substantially repetitious of statements already made by another stockholder;
in furtherance of the stockholder’s personal or business interests; or
7
out of order or not otherwise suitable for the conduct of the Annual Meeting
 
as determined by the Chair of
the Annual Meeting or the Secretary in their reasonable judgment.
Additional information regarding the Q&A session will be available in the
 
“Rules of Conduct” available on
the Annual Meeting webpage for stockholders that have accessed the Annual
 
Meeting as a stockholder (rather than a
“Guest”) by following the procedures outlined above in “
How can I attend and vote at the Annual Meeting?
”.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8
PROPOSAL NO. 1 ELECTION OF DIRECTORS
Board Size and Structure
Our amended and restated certificate of incorporation (“Charter”), provides
 
that the number of directors
shall be fixed from time to time by the board of directors. However,
 
the number of directors shall be not fewer than
four and not more than eleven. We
 
currently have nine directors serving on the board of directors.
Our Charter provides that the term of each director will continue until the next
 
annual meeting of
stockholders, and each director will hold office until his or her successor
 
shall be duly elected and qualified, subject,
however, to his or her earlier death, resignation,
 
disqualification or removal. Generally,
 
vacancies or newly created
directorships on the board of directors will be filled only by vote of
 
a majority of the directors then in office and will
not be filled by the stockholders. A director appointed by the board of directors
 
to fill a vacancy will serve for the
unexpired term of his or her predecessor in office and until his or her
 
successor is elected and qualified, or until his
or her death, resignation,
 
disqualification or removal. A plurality of the shares voted “FOR” each
 
nominee at the
Annual Meeting is required to elect each nominee.
Current Directors
 
The table below identifies and sets forth certain information regarding our directors
 
as of April 28, 2023.
 
Director
Age
Committees
Audit
Nominating and
Governance
Compensation
Louis Reese (Executive Chairman)
41
Mei Mei Hu
40
Peter Diamandis
61
X
Chair
X
Katherine Eade
49
X
George Hornig
68
Chair
Landon Ogilvie
45
X
Peter Powchik
66
James Smith
42
X
Gabrielle Toledano
56
X
Chair
Nominees for Director
All directors are elected each year at the annual meeting of stockholders,
 
and their current terms of service
will expire at the Annual Meeting. Each director elected by the stockholders
 
at the Annual Meeting will each serve
until the 2024 Annual Meeting and until the election and qualification of
 
his or her successor or until his or her
earlier death, resignation, disqualification or removal.
 
Each person nominated for election has agreed to serve if elected, and management
 
has no reason to
believe that any nominee will be unable to serve. If, however,
 
prior to the Annual Meeting, the board of directors
9
should learn that any nominee will be unable to serve for any reason, the proxies that otherwise
 
would have been
voted for this nominee will be voted for a substitute nominee as selected by the
 
board of directors, unless the board
of directors chooses to reduce the number of directors serving on the board
 
of directors.
 
The board of directors has
no reason to believe that any of the nominees will be unable to serve.
Information About Director Nominees
 
The following pages contain certain biographical information for
 
each nominee for director, including all
positions he or she holds, his or her principal occupation and business
 
experience for the past five years, and the
names of other publicly-held companies of which the director nominee currently
 
serves as a director or has served as
a director during the past five years.
We believe that
 
all of our directors nominees have personal and professional integrity;
 
satisfactory levels of
education and/or business experience; broad-based business acumen;
 
an appropriate level of understanding of our
business and its industry and other industries relevant to our business; the ability
 
and willingness to devote adequate
time to the work of the board of directors and its committees, as applicable; skills and
 
personality that complement
those of our other directors that helps build a board that is effective,
 
collegial and responsive to the needs of our
Company; strategic thinking and a willingness to share ideas; a diversity of
 
experiences, expertise and background;
and the ability to represent the interests of all of our stockholders. The information presented
 
below regarding each
director nominee also sets forth specific experience, qualifications, attributes
 
and skills that led the board of
directors to the conclusion that such individual should serve as a director in light of our
 
business and structure.
Louis Reese
 
is one of our two co-founders and is the Executive Chairman
 
of the Company. Mr.
 
Reese has
served in this role for the Company since the Reorganization and
 
was previously a director of both UNS and
COVAXX
 
since September 2014. Mr.
 
Reese has also been a director and a member of the executive committee of
UBI since 2014. He was also a director of ShenLian Biotech from 2010 to 2014.
 
Mr. Reese is also the co-founder of
an investment and advisory firm with active investments in real estate, energy,
 
hospitality and life sciences. His
investments focus on achieving global impact in critical important areas
 
through innovative models and approaches.
He received his B.A. from University of Pennsylvania. We
 
believe Mr. Reese is qualified to serve
 
on the board of
directors based on the perspective and experience he brings as a member of the
 
executive committee of UBI and as
an investor in life sciences companies.
Mei Mei Hu
, one of our two co-founders, is our President and Chief Executive Officer
 
and is one of our
directors. Ms. Hu has served in these roles for the Company since the Reorganization
 
and was previously a director
of both UNS, since October 2014, and COVAXX
 
,
 
since March 2020. Ms. Hu has also been a director and a member
of the executive committee of UBI since 2010 and a director of United
 
BioPharma, Inc. (“UBP”) since March 2020.
Ms. Hu was formerly a consultant at McKinsey & Company where she advised
 
pharmaceutical companies on
strategic, operational and organizational issues. She was also
 
a director of ShenLian Biotech from 2010 to 2014.
Ms. Hu is also co-founder of an investment and advisory group with active investments
 
in real estate, energy and life
sciences. She has been named to Time 100 Next list, Fortune
 
40 under 40 and Young
 
Global Leaders of World
Economic Forum. She holds a B.A. from University of Pennsylvania and
 
a J.D. from Harvard Law School. We
believe Ms. Hu is qualified to serve on the board of directors based on the perspective
 
she brings as our Chief
Executive Officer, her
 
experience in the biotechnology and life sciences industries and her success in leading
 
the
spin-outs of UNS and COVAXX
 
from UBI.
Peter Diamandis
is a director of the Company.
 
Dr. Diamandis has been a director of
 
the Company since
the Reorganization and was previously a director of COVAXX
 
since March 2020. Dr.
 
Diamandis has been the Chief
Executive Officer of PHD Ventures,
 
Inc., his personal holding company for his writing, speaking and consulting
activities, since October 1993. Dr.
 
Diamandis has started more than 24 companies in the areas of human longevity,
space, venture capital and education, including as a co-founder of BOLD
 
Capital Partners in 2015, a venture fund
investing in exponential technologies, and as the founder and Executive
 
Chairman of the XPRIZE Foundation,
a non-profit foundation which, since 1996, has designed and operated large
 
-scale incentive competitions for the
development of new technologies that may help solve some of mankind’s
 
major challenges. In the area of human
longevity, he has helped
 
found Human Longevity,
 
Inc., for which he served as a director from 2013 until December
2018, Celularity Inc., for which he served as Vice
 
Chairman from July 2017 to July 2021 and as a director starting in
July 2021, and Fountain Therapeutic Services, Inc., for which he has served as Chairman
 
since January 2019. He is
also the executive founder of Singularity University,
 
a graduate-level Silicon Valley
 
institution founded in 2010 that
counsels the world’s leaders on exponentially
 
growing technologies. He also serves as a director of two special
10
purpose acquisition companies: DPCM Capital, Inc., which completed
 
its initial public offering in October 2020,
and Software Acquisition Group Inc. II, which completed its initial public offering
 
in September 2020.
Dr. Diamandis is also a New York
 
Times bestselling author.
 
He earned degrees in Molecular Engineering and
Aerospace Engineering from Massachusetts Institute of Technology
 
and holds an M.D. from Harvard Medical
School. We believe
 
Dr. Diamandis is qualified to serve on
 
the board of directors based on his experience investing
in, working with and co-founding companies in the life sciences and technology
 
industries.
Katherine Eade
is a director of the Company.
 
Ms. Eade has been a director of the Company since February
2023. She has served on the board of directors of Harvard Bioscience, Inc. (HBIO)
 
since 2017 and is chair of its
governance committee and a member of its audit committee. Ms. Eade has served
 
as Interim General Counsel and
advisor to Standard Biotools Inc. (LAB) since January 2023. She served as General
 
Counsel of Checkmate
Pharmaceuticals, Inc. (CMPI), which was acquired by Regeneron
 
Pharmaceuticals, from 2020 to 2022, and also
served as President of Checkmate Pharmaceuticals Security Corporation.
 
Prior to that, Ms. Eade served as Vice
President, Strategic Commercial Affairs at Align Technology
 
(ALGN), Deputy General Counsel of La-Z-Boy
Incorporated (LZB), and in various roles at Corning Incorporated
 
(GLW), including
 
Director, M&A Law and
Transactions, Division Counsel for Corning Life
 
Sciences, and Division Counsel for Corning Pharmaceutical
Technologies. Earlier
 
in her career, Ms. Eade was a corporate attorney
 
at Cleary Gottlieb Steen & Hamilton LLP for
over seven years and served as a law clerk for Judge Morton I. Greenberg
 
of the U.S. Court of Appeals for the Third
Circuit. Ms. Eade has over 21 years of experience advising public companies
 
on M&A and strategic alliances,
corporate governance and capital markets. Ms. Eade earned a J.D. from Harvard
 
Law School and a B.A. in
Government from Cornell University.
 
We believe Ms. Eade
 
is qualified to serve on the board of directors based on
her significant experience as an executive and independent director of
 
publicly listed life sciences companies and
her expertise with respect to strategic transactions, capital markets and corporate
 
governance.
George Hornig
 
is a director of the Company.
 
Mr. Hornig has been a director of the Company
 
since
January 2022. Mr. Hornig
 
is also currently the Chairman of Xometry,
 
an AI-driven platform for on-demand
manufacturing of industrial parts. Mr.
 
Hornig joined Xometry’s Board of Directors
 
as Chairman in 2013. Mr.
Hornig is also Co-Chairman (and Audit Committee Chairman) of
 
Healthwell Acquisition Corp., a special purpose
acquisition company (appointed in July 2021), Managing Partner and
 
Co-Founder of The Seed Lab, an early-stage
venture fund that he joined in January 2019, and a director for Syntax Advisors,
 
an investment advisor (since
January 2018). From 2010 to 2016, Mr.
 
Hornig was Senior Managing Director and COO of PineBridge Investments
(formerly AIG Investment Management). Prior to joining PineBridge, Mr.
 
Hornig spent eleven years at Credit
Suisse Asset Management as Managing Director and Global COO. From 1993
 
to 1999, Mr. Hornig was Executive
Vice President of Deutsche
 
Bank Americas. Earlier in his career, Mr.
 
Hornig was Managing Director and COO of
Wasserstein Perella &
 
Co, worked in the M&A group of First Boston and was an Associate with the
 
law firm of
Skadden, Arps, Slate, Meagher & Flom LLP.
 
During his career, Mr.
 
Hornig has served as a Director of Forrester
Research, Unity Mutual Life, Veridian
 
Group, KBL Merger Corp IV,
 
Office Tiger,
 
Daily Candy and Merchants
Preferred. Mr. Hornig received
 
his A.B., J.D. and M.B.A. from Harvard University.
 
We believe Mr.
 
Hornig is
qualified to serve on the board of directors based on his service on public company
 
boards and financial industry
experience.
Landon Ogilvie
is a director of the Company. Mr.
 
Ogilvie has been a director of the Company since
February 2023. Mr. Ogilvie currently
 
serves as CEO of Co-West Inc.
 
and has been in this position since 2017. He is
also CEO of Destination Systems, a logistics company in Colorado.
 
He has over 20 years of experience in logistics,
risk management, operations management, government contracts and
 
organizational leadership across diverse
industries and has served on numerous boards. He began his career in
 
the risk management sector where he was a
partner in Gans and Smith Insurance. Mr.
 
Ogilvie has been a serial entrepreneur both as a founder and acquirer of
businesses in highly regulated industries, such as insurance, finance, and oilfield
 
waste management.
 
We believe
Mr. Ogilvie is qualified to serve
 
on the board of directors based on his service on company boards and extensive
business management experience.
Peter Powchik
 
is a director of the Company.
 
Mr. Powchik has been a director of the Company
 
since the
Reorganization.
 
Mr. Powchik also has approximately
 
fifteen years of academic and clinical experience focused on
the biology of Alzheimer’s disease and schizophrenia.
 
From April 2021 to March 2022, Mr. Powchik
 
was our
Executive Vice President,
 
Research and Development.
 
Mr. Powchik held the same position with UNS from
11
December 2018 until the Reorganization.
 
Prior to joining UNS he was SVP,
 
Head of Clinical Development at
Regeneron Pharmaceuticals from October 2006 to February 2018
 
where he oversaw the development and approval
of Regeneron’s first seven drugs and
 
helped build its development and regulatory infrastructure. He is also formerly
EVP of Clinical Development, Chugai USA; VP of Clinical Development
 
and Medical Affairs, US at Novartis,
overseeing the development and approval of Ritalin LA and Focalin; and
 
Senior Director at Sepracor where he
initiated the development of Lunesta. He is a board-certified psychiatrist having
 
trained at NYU School of Medicine,
Mt Sinai Medical Center (NYC), and Columbia University College of Physicians
 
and Surgeons. We
 
believe Mr.
Powchik is qualified to serve on the board of directors based on his clinical and
 
biotechnology industry experience.
James Smith
is a director of the Company.
 
Mr. Smith has been a director of the Company since
 
February
2023.
 
Mr. Smith is currently the CEO of InvitedHome
 
Inc. and has served in this position since 2018.
 
Prior to that
Mr. Smith was CFO of InvitedHome
 
Inc. from 2014 to 2017 and CFO of Mogul Inc. from 2012 to 2014.
 
Mr. Smith
has been a member of the Board of Directors of YourFare
 
Inc. since 2017. Earlier in his career Mr. Smith
 
was a
Financial Analyst for Westfield
 
and an Auditor with Ernst & Young.
 
Mr Smith received a Bachelor of Commerce &
Bachelor of Business from the University of Queensland (Australia) and
 
a Diploma in Financial Markets from the
Financial Services Institute of Australasia (FINSIA). We
 
believe Mr. Smith
 
is qualified to serve on the board of
directors based on his managerial, financial, fundraising & M&A experience
 
while serving as CEO, CFO, co-
founder, investor and board member for
 
several companies.
Gabrielle Toledano
is a director of the Company. Ms.
 
Toledano has been a director
 
of the Company since
February 2023.
 
Ms. Toledano currently serves
 
on the Board of Directors as Chairman of the Compensation
Committee for Lilium and Velo3D
 
and has been the COO for Keystone Strategy since January 2020.
 
Ms. Toledano
served on the boards for Bose Corporation from June 2020 until October
 
2022 and the Namely Corporation from
February 2019 until September of 2022. Prior to Keystone, Ms. Toledano
 
was Executive in Residence for Comcast
Ventures
 
in 2019 and Chief People Officer at Tesla
 
from 2017-2018.
 
Ms. Toledano served as Chief
 
Talent Officer
at Electronic Arts from 2006 to 2017 and Chief Human Resources Officer
 
for Siebel Systems from 2002 to 2006.
 
During her career she has also served on the boards of Glu Mobile, Visier,
 
Jive Software, TalentSky
 
and Jhana
Software.
 
From 1991 to 2002, Ms. Toledano
 
served in human resources leadership positions with Microsoft and
Oracle.
 
Ms. Toledano received
 
her undergraduate and graduate degrees from Stanford University.
 
We believe Ms.
Toledano
 
is qualified to serve on the board of directors based on her extensive executive management
 
experience at
public companies.
Board Recommendation
The Board of Directors unanimously recommends a vote
FOR
 
the election of each of Louis Reese, Mei
Mei Hu, Peter Diamandis, Katherine Eade, George Hornig,
 
Landon Ogilvie, Peter Powchik, James Smith and
Gabrielle Toledano
 
as directors to hold office until the 2024 Annual Meeting and until his or
 
her respective
successor has been duly elected and qualified, and proxies solicited by
 
the Board of Directors will be voted in favor
thereof unless a stockholder has indicated otherwise on the proxy.
 
CORPORATE
 
GOVERNANCE
 
Corporate Governance Guidelines
The board of directors has adopted Corporate Governance Guidelines. A copy
 
of these Corporate
Governance Guidelines can be found under the Corporate Governance
 
section of the Investors page of our website
located at
www.Vaxxinity.com
, or by writing to our General Counsel and Secretary at our offices
 
at 505 Odyssey
Way,
 
Merritt Island, FL 32953.
 
12
Among the topics addressed in our Corporate Governance Guidelines are:
Board size, independence and qualifications
Stock ownership
Executive sessions of independent directors
Board access to senior management
Board leadership structure
Board access to independent advisors
Selection of new directors
Board self-evaluations
Director orientation and continuing education
Board meetings
Limits on board service
Meeting attendance by directors and non-directors
Change of circumstances
Meeting materials
Term limits
Board committees, responsibilities and independence
Director responsibilities
Succession planning
Director compensation
Risk management
Board Leadership Structure
Controlled Company
Because our co-founders (Ms. Hu and Mr.
 
Reese), one of their affiliates and UBI (collectively our
“principal stockholders”) hold, in the aggregate, a majority of the total voting
 
power of our outstanding capital
stock, we are a “controlled company” for purposes of the Nasdaq’s
 
listing rules. As a controlled company,
exemptions under the Nasdaq’s listing rules
 
exempt us from certain of the Nasdaq’s
 
corporate governance
requirements, including the following requirements:
 
 
 
that the board of directors be composed of a majority of “independent directors,”
 
as defined under the
rules of the Nasdaq;
 
 
 
that the Compensation Committee be composed entirely of independent
 
directors; and
 
 
 
that the Nominating and Governance Committee be composed entirely
 
of independent directors.
We have elected
 
to take advantage of the exemption from the requirement that our board of directors
 
be
composed of a majority of independent directors. Accordingly,
 
for so long as we are a “controlled company,”
 
our
stockholders do not have the same protections afforded
 
to stockholders of companies that are subject to all of the
Nasdaq’s corporate governance
 
requirements. In the event that we cease to be a controlled company,
 
we will be
required to comply with these provisions within the transition periods specified
 
in the rules of the Nasdaq.
These exemptions do not modify the independence requirements for
 
the audit committee, and our audit
committee satisfies the member independence requirement for the
 
audit committee under the Nasdaq’s listing
requirements and SEC rules and regulations.
Lead Independent Director
Our corporate governance guidelines provide that one of our independent
 
directors serves as the lead
independent director at any time when the chair of the board of directors
 
is a member of management or is otherwise
not independent. Because our chair, Mr.
 
Reese, is not independent, the board of directors has appointed Mr.
 
Ogilvie
13
to serve as our lead independent director.
 
As lead independent director, Mr.
 
Ogilvie presides over all meetings of the
board of directors at which the chair is not present, including any executive
 
sessions of the independent directors,
approves schedules and agendas for the meetings of the board of directors
 
and acts as liaison between the
independent directors and our management and the chair of
 
the board of directors.
The Board believes that our current leadership structure of Chief Executive
 
Officer and Chairperson of the
board of directors being held by two separate individuals,
 
with additional oversight provided by the lead
independent director, is in the best interests of
 
the Company and its stockholders and strikes the appropriate balance
between the Chief Executive Officer and President’s
 
responsibility for the strategic direction, day-to day-leadership
and performance of our Company and the Chairperson of the board of directors’
 
responsibility to guide overall
strategic direction of our Company and provide oversight of our corporate governance
 
and guidance to our Chief
Executive Officer and President and to set the agenda for and preside
 
over board meetings. The lead independent
director provides an additional level of oversight similar to the Chairperson
 
but from an independent perspective.
We recognize
 
that different leadership structures may be appropriate for companies in
 
different situations
and believe that no one structure is suitable for all companies. Accordingly,
 
the board of directors will continue to
periodically review our leadership structure and make such changes in the future
 
as it deems appropriate and in the
best interests of the Company and its stockholders.
Family Relationships
Mei Mei Hu, our Chief Executive Officer and Director,
 
and Louis Reese, our Executive Chairman, are
married to each other. Mei Mei Hu, Louis
 
Reese, one of their affiliates and UBI are party to the Voting
 
Agreement
described elsewhere in this Proxy Statement.
Director Independence
Under our Corporate Governance Guidelines,
 
an independent director shall be one who meets the
qualification requirements for being an independent director under
 
applicable laws and regulations and requirements
promulgated by the SEC and the corporate governance listing standards
 
of Nasdaq, including the requirement that
the board of directors have affirmatively determined that
 
the director has no relationship which, in the opinion of the
board of directors, would interfere with the exercise of such director’s
 
independent judgment in carrying out the
responsibilities of a director.
The board of directors has undertaken a review of its composition, the
 
composition of its committees and
the independence of our directors and considered whether any director
 
has a material relationship with us that could
compromise his or her ability to exercise independent judgment in carrying
 
out his or her responsibilities. Based
upon information requested from and provided by each director concerning his
 
or her background, employment and
affiliations, including family relationships, the board of directors
 
has determined that each of Mr.
 
Diamandis, Ms.
Eade, Mr. Hornig, Mr.
 
Ogilvie,
 
Mr. Smith and Ms. Toledano
 
is “independent” under the Nasdaq’s
 
listing rules. In
making these determinations, the board of directors considered the current
 
and prior relationships that each non-
employee director has with the Company and all other facts and circumstances
 
the board of directors deemed
relevant in determining their independence, including the beneficial ownership
 
of our capital stock by each non-
employee director and any transactions involving them described
 
in the section titled “
Certain Relationships and
Related Party Transactions
.”
Board Committees
The board of directors has three standing committees: an audit committee, a
 
compensation committee, and
a nominating and governance committee, each of which has the composition
 
and the responsibilities described
below. In addition, from
 
time to time, special committees may be established under the direction of
 
the board of
directors when necessary to address specific issues. Each of the audit
 
committee, the compensation committee, and
the nominating and governance committee operates under a written charter.
Audit Committee
The audit committee consists of George Hornig, Katherine
 
Eade, Peter Diamandis and James Smith. The
board of directors has determined that each member of the audit committee
 
satisfies the independence requirements
under the Nasdaq listing standards and Rule 10A-3(b)(1) of the Securities Exchange
 
Act of 1934, as amended
14
(“Exchange Act”). Mr. Hornig
 
is the chair of the audit committee. The board of directors has determined that
 
Mr.
Hornig is an “audit committee financial expert” within the meaning of SEC regulations.
 
All members of the audit
committee meet the requirements for financial literacy under the applicable
 
Nasdaq rules and regulations. In arriving
at these determinations, the board of directors has examined each audit
 
committee member’s scope of experience
and the nature of his or her employment.
 
The purpose of the audit committee is to assist the board of directors’ oversight
 
of (1) the integrity of our
financial statements, (2) our compliance with legal and regulatory requirements,
 
(3) the independent auditors’
qualifications and independence and (4) the performance of the independent
 
auditors and our internal audit function.
The responsibilities of the audit committee include:
appointment, compensation, retention and oversight of the work of our independent
 
auditors and any other
registered public accounting firm engaged for the purpose of preparing
 
or issuing an audit report or to
perform audit, review or attestation service;
pre-approval, or the adoption of appropriate procedures to pre-approve,
 
all audit and non-audit services to
be provided by our independent auditors;
consideration of reports or communications submitted to the audit committee
 
by our independent auditors,
including reports and communications related to the overall audit strategy;
meeting with management and our independent auditors to discuss the scope
 
of the annual audit, to review
and discuss our financial statements and related disclosures, to discuss any
 
significant matters arising from
any audit and any major issues regarding accounting principles and financial
 
statement presentations;
discussing with members of the legal department any significant legal, compliance
 
or regulatory matters
that may have a material effect on our financial statements, business or compliance
 
policies; and
establishing procedures for the receipt, retention and treatment of complaints
 
received by us regarding
accounting, internal accounting controls or auditing matters, and for
 
the confidential, anonymous
submission by employees of concerns regarding questionable accounting
 
or auditing matters.
Compensation Committee
The compensation committee consists of Gabrielle Toledano,
 
Landon Ogilvie and Peter Diamandis. Ms.
Toledano
 
is the chair of the compensation committee. The board of directors has determined
 
that each member of
the compensation committee satisfies the independence requirements
 
under the listing standards of Nasdaq and is a
“non-employee director” as defined in Rule 16b-3 of the Exchange Act.
The primary purpose of the compensation committee is to discharge
 
the responsibilities of the board of
directors in overseeing our compensation policies, plans and programs and
 
to review and determine the
compensation to be paid to our executive officers, directors and
 
other senior management, as appropriate.
Specific responsibilities of the compensation committee include:
establishing and approving, and making recommendations to the board of directors
 
regarding, performance
goals and objectives relevant to the compensation of our Chief Executive
 
Officer, evaluating the
performance of our Chief Executive Officer in light of those goals and
 
objectives and setting, or
recommending to the full board of directors for approval, the Chief Executive
 
Officer’s compensation,
including incentive-based and equity-based compensation, based on
 
that evaluation;
setting the compensation of our other executive officers,
 
based in part on recommendations of the Chief
Executive Officer;
exercising administrative authority under our equity incentive plans and
 
employee benefit plans, which
authority may be delegated, to the extent permitted by law,
 
with respect to employees other than executive
officers;
establishing policies and making recommendations to the board
 
of directors regarding director
compensation;
 
and
15
preparing a compensation committee report on executive compensation
 
as may be required from time to
time to be included in our annual proxy statements or annual reports on Form
 
10-K filed with the SEC.
The compensation committee may consult with the Chief Executive
 
Officer when making decisions
regarding the compensation of executive officers (other
 
than the Chief Executive Officer).
 
To assist it in carrying
 
out its duties, the compensation committee has the authority to retain compensation
consultants, outside counsel and other advisers. Before selecting any
 
such consultant, counsel or advisor, the
compensation committee must review and consider the independence of
 
such consultant, counsel or advisor in
accordance with applicable Nasdaq rules. We
 
must provide appropriate funding for payment of reasonable
compensation to any advisor retained by the compensation committee.
 
During 2021 in connection with our IPO, the Company engaged Willis
 
Towers Watson
 
to provide peer data
to be used by management and members of the compensation committee
 
on the design of our post-IPO
compensation program.
 
More recently the Company engaged Alpine Rewards to consult and advise the
 
committee
on compensation matters. The compensation committee takes into consideration
 
the data and recommendations
provided by the consultants and the advice and recommendations of the
 
Chief Executive Officer and other directors,
but it retains absolute discretion as to whether to adopt such recommendations
 
in whole or in part, as it deems
appropriate.
Nominating and Governance Committee
The nominating and governance committee consists of Peter Diamandis
 
and Gabrielle Toledano.
 
The chair
of the nominating and governance committee is Mr.
 
Diamandis. The board of directors has determined that each
member of the nominating and governance committee satisfies the independence
 
requirements under the listing
standards of Nasdaq.
Specific responsibilities of the nominating and governance committee include:
identifying and recommending director nominees, consistent with criteria
 
approved by the board of
directors;
developing and recommending to the board of directors standards
 
to be applied in making determinations
as to the absence of material relationships between us and a director;
 
and
developing and recommending corporate governance guidelines to
 
the board of directors.
The nominating and governance committee operates under a written charter
 
that satisfies the applicable
listing standards of Nasdaq.
Board and Board Committee Meetings and Attendance
During the fiscal year ended December 31, 2022, the board of directors met
 
six times, the audit committee
met eight times, the compensation committee met three times and the nominating
 
and governance committee met
two times. During the fiscal year ended December 31, 2022, each
 
incumbent director attended at least 75% of the
aggregate of (i) all meetings of the board of directors and (ii) all meetings
 
of the committees on which the director
served, during the period in which he or she served as a director.
 
Directors are also expected to attend our annual
meeting of stockholders.
 
All directors attended our stockholders meeting held on June 21, 2022.
Executive Sessions
Executive sessions, which are meetings of the independent, non
 
-management members of the board of
directors,
 
are regularly scheduled throughout the year.
 
In addition, at least twice a year, the independent directors
meet in a private session that excludes management and any non-independent
 
directors. The Chairperson or, in the
event that the Chairperson is not independent, the lead independent director
 
presides at all meetings of independent
directors at which he or she is present.
 
Director Nominations Process
The nominating and governance committee is responsible for recommending
 
candidates to serve on the
board of directors and its committees. In considering whether to recommend any
 
particular candidate to serve on the
16
board of directors or its committees or for inclusion in the board of directors’
 
slate of recommended director
nominees for election at the annual meeting of stockholders, the nominating
 
and governance committee considers
the criteria set forth in our nominating and governance committee charter
 
.
 
Specifically, the following
 
are the
minimum qualifications that candidates for the board of directors must possess:
 
all directors must be at least 21
years of age at the time they commence their term; all directors must possess a demonstrated
 
reputation for integrity,
judgment, acumen and high professional and personal ethics; all directors
 
should have relevant experience as
determined by the board of directors and/or nominating and governance
 
committee from time to time, which may
include financial literacy and/or significant experience at the policy-making
 
level in business, government or life
science sector; a majority of the board of directors and, unless otherwise determined
 
by the board of directors, any
newly nominated non-employee candidates for the board of directors
 
must satisfy the requirements established by
the our Corporate Governance Guidelines and, except as otherwise permitted
 
by applicable phase in rules and
exemptions, the rules and regulations of the SEC and the listing standards
 
of Nasdaq, to be considered an
“independent” director; all directors must also satisfy the requirements
 
of Section 8 of the Clayton Antitrust Act of
1914;
 
and all directors must have the time, ability and willingness to make a constructive contribution
 
to the board
of directors,
 
as well as a clear commitment to fulfilling their fiduciary duties and serving the interests of
 
all the
Company’s stockholders
 
.
 
Incumbent directors are expected to regularly attend meetings (and are expected
 
to attend
at least 75 percent of all board and committee meetings to which directors are required
 
to attend), as well as the
annual meeting of stockholders, to stay informed about the Company and its businesses,
 
to participate in the
discussions of the board and its committees, to comply with the applicable
 
Company policies and to take an interest
in the Company’s businesses and
 
provide advice and counsel to the Chairperson of the board of directors and the
Chief Executive Officer.
 
As set forth in the Corporate Governance Guidelines, in evaluating director
 
candidates, the
nominating and governance committee assesses the overall composition
 
of the board of directors in light of the
Company’s current and expected
 
structure and business needs, in order to assure that the board of directors
 
has the
appropriate combination and variety of experience, knowledge, skills, backgrounds,
 
viewpoints and tenure as
directors, as well as other qualifications, to carry out effectively the
 
responsibilities of the board of directors. In light
of those assessments, the nominating
 
and governance committee may seek candidates with certain skills,
professional experience, background and other qualities. New candidates for
 
the board of directors should have
experience at a public company or other firm, in government or a non-profit
 
institution or be considered an authority
on matters germane to the Company.
 
The nominating and governance committee also believes it would be desirable
for new candidates to contribute to the variety of viewpoints on the board
 
of directors,
 
which may be enhanced by a
mix of, among other things, different professional,
 
personal, gender and racial backgrounds and experiences. The
nominating and governance committee strives to meet and exceed
 
any legal requirements regarding board, executive
and employee diversity.
 
In addition to satisfying the independence requirements that apply to directors
 
generally, the
nominating and governance committee believes that it would be
 
desirable for new candidates for the board of
directors to satisfy the requirements for serving on the committees of the board
 
of directors, as set forth in the
charters for those committees and applicable regulations. The nominating
 
and governance committee believes it may
also be useful for candidates for the board of directors to have experience
 
as a director of a widely-held public
company.
The board of directors is committed to fostering a culture of integrity,
 
inclusion, dignity and mutual respect
and believes that it is important for directors to represent diverse viewpoints
 
and professional backgrounds and
experiences and, further, that the personal
 
backgrounds and qualifications of the directors, considered
 
as a group,
should provide a composite mix of experience, knowledge and abilities. It
 
is the policy of the board of directors that
when searching for director nominees, the nominating and governance
 
committee shall include qualified candidates
reflecting diversity of gender, race and/or ethnicity
 
in the pool from which nominees are considered.
 
In identifying prospective director candidates, the nominating and governance
 
committee may seek
referrals from other members of the board of directors, management,
 
stockholders and other sources, including third
party recommendations. The nominating and governance committee
 
uses the same criteria for evaluating candidates
regardless of the source of the referral or recommendation. When considering
 
director candidates, the nominating
and governance committee seeks individuals with backgrounds and qualities that,
 
when combined with those of our
incumbent directors, provide a blend of skills and experience to further enhance
 
the board of directors’
effectiveness. In connection with its annual recommendation of
 
a slate of nominees, the nominating and governance
committee also may assess the contributions of those directors recommended
 
for re-election in the context of the
board of directors evaluation process and other perceived needs of the
 
board of directors.
17
All director nominees to be elected at the Annual Meeting, were each initially
 
recommended for reelection
to the board of directors by other members of the board of directors and
 
members of management.
 
In determining to nominate each director nominee at this Annual Meeting the nominating
 
and governance
committee and Board evaluated each director nominee in accordance
 
with our standard review process for director
candidates in connection with a director’s initial appointment
 
and his or her nomination for election or re-election,
as applicable, at the Annual Meeting. Each member of the nominating
 
and governance committee recused himself or
herself from discussion and voting with respect to his or her nomination.
 
When considering whether the director nominees have the experience,
 
qualifications, attributes and skills,
taken as a whole, to enable the board of directors to satisfy its oversight responsibilities effectively
 
in light of our
business and structure, the board of directors focused primarily on
 
the information discussed in each of the director
nominee’s biographical information
 
set forth above. We believe
 
that our directors provide an appropriate mix of
experience and skills relevant to the size and nature of our business. This process resulted
 
in the board of directors’
nomination of the incumbent directors named in this Proxy Statement and
 
proposed for election by our stockholders
at the Annual Meeting.
The nominating and governance committee will consider director candidates
 
recommended by
stockholders, and such candidates will be considered and evaluated under
 
the same criteria described above. Any
recommendation submitted to the Company should be in writing and
 
should include any supporting material the
stockholder considers appropriate in support of that recommendation,
 
but must include information that would be
required under the rules of the SEC to be included in a proxy statement soliciting
 
proxies for the election of such
candidate and a written consent of the candidate to serve as one of our directors if elected and
 
must otherwise
comply with the requirements under our Amended and Restated Bylaws (the
 
“Bylaws”) for stockholders to
recommend director nominees. Stockholders wishing to propose a candidate
 
for consideration may do so by
following the requirements described under the caption “
Stockholder Proposals and Director
 
Nominations
elsewhere in this Proxy Statement.
Board Diversity
The board of directors believes that a diverse board is better able to effectively
 
oversee our management
and strategy, and position
 
us to deliver long-term value for our stockholders. The board of directors
 
considers
diversity, including
 
gender and ethnic diversity, as adding
 
to the overall mix of perspectives of the board of directors
as a whole. With the assistance of the nominating
 
and governance committee, the board of directors regularly
reviews trends in board composition, including on director diversity.
The table below reports self-identified gender and demographic statistics for
 
the board of directors, as
constituted prior to the Annual Meeting, in the format adopted by
 
Nasdaq.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18
Board Diversity Matrix (as of April 28, 2023)
 
Female
Male
Total Number of
 
Directors
9
 
Part I: Gender Identity
 
 
Directors
3
6
Part II: Demographic Background
 
 
Asian
1
-
 
White
2
6
Board Role in Risk Oversight
The board of directors has overall responsibility for risk oversight, including, as part
 
of regular board and
committee meetings, general oversight of executives’ management of risks
 
relevant to the Company.
 
A fundamental
part of risk oversight is not only understanding the material risks a company
 
faces and the steps management is
taking to manage those risks, but also understanding what level of risk is appropriate
 
for the Company. The
involvement of the board of directors in reviewing our business strategy is an integral
 
aspect of the board of
directors’ assessment of management’s
 
tolerance for risk and its determination of what constitutes an appropriate
level of risk for the Company. While the
 
full board of directors has overall responsibility for risk oversight, it
 
is
supported in this function by its audit committee, compensation committee
 
and nominating and governance
committee. Each of the committees regularly reports to the board
 
of directors.
 
For example, during the fiscal year ended December 31, 2022, the board of
 
directors devoted significant
time and attention to remediating material weakness in internal controls over
 
financial reporting, operational risks,
and risks related to our balance sheet and liquidity.
 
The audit committee assists the board of directors in fulfilling its risk oversight
 
responsibilities by
periodically reviewing our accounting, reporting and financial practices, including
 
the integrity of our financial
statements, the surveillance of administrative and financial controls,
 
our compliance with legal and regulatory
requirements and our enterprise risk management program (including,
 
without limitation, cybersecurity and data
protection). Through its regular meetings with management, including
 
the finance, legal, internal audit, tax,
compliance, and information technology functions, the audit committee reviews
 
and discusses significant areas of
our business and summarizes for the board of directors areas of risk and the
 
appropriate mitigating factors. The
compensation committee assists the board of directors by overseeing
 
and evaluating risks related to the Company’s
compensation structure and compensation programs, including the
 
formulation, administration and regulatory
compliance with respect to compensation matters, and coordinating, along
 
with the board of directors’ Chairperson,
succession planning discussions. The nominating and governance
 
committee assists the board of directors by
overseeing and evaluating programs and risks associated with board
 
organization, membership and structure, and
corporate governance. In addition, the board of directors receives periodic
 
detailed operating performance reviews
from management.
 
Committee Charters and Corporate Governance Guidelines
Our Corporate Governance Guidelines, charters of the audit committee,
 
compensation committee and
nominating and governance committee and other corporate governance
 
information are available under the
Corporate Governance section of the Investors page of our website located
 
at
www.Vaxxinity.com
, or by writing to
our General Counsel and Secretary at our offices at 505
 
Odyssey Way,
 
Merritt Island, FL 32953.
19
Code of Conduct and Ethics
We have adopted
 
a code of conduct and ethics (the “Code of Conduct”) that applies to all of our directors,
officers and employees, including our principal executive
 
officer and principal financial officer.
 
Our Code of
Conduct is available under the Corporate Governance section of
 
the Investors page of our website at
www.Vaxxinity
 
.com
. In addition, disclosures regarding any amendments to, or
 
waivers of, any provisions of our
Code of Conduct that apply to our directors, principal executive officer
 
or principal financial officer will be included
in a Current Report on Form 8-K within four business days following the date
 
of the amendment or waiver, unless
website posting or the issuance of a press release of such amendments or waivers
 
is then permitted by the rules of
The Nasdaq Stock Market.
Anti-Hedging Policy
The board of directors has adopted an Insider Trading
 
Policy, which applies to all of our directors,
 
officers,
employees, consultants, contractors and agents and others acting on behalf
 
of the Company as well as all family
members of such persons and any entity over which such person or such other
 
family members exercise or share
investment control.
 
The policy prohibits all such persons from engaging in short-term or speculative
 
transactions
involving the Company’s securities whether
 
or not in possession of material non-public information. Prohibited
transactions including short-selling, the purchase or sale of options of any kind
 
(e.g., puts, calls or other derivative
securities), pledging Company securities on margin or
 
incurring indebtedness secured by a margin or similar
account
 
in which Company securities are held. This applies to all such transactions involving our
 
equity securities,
whether such securities were granted as compensation or are otherwise held,
 
directly or indirectly.
Communications with the Board of Directors
Any stockholder or any other interested party who desires to communicate
 
with the board of directors, our
non-management directors or any specified individual director,
 
may do so by directing such correspondence to the
attention of the General
 
Counsel and Secretary,
 
Vaxxinity
 
,
 
Inc., 505 Odyssey Way,
 
Merritt Island, FL 32953. The
General Counsel and Secretary will forward the communication to the
 
appropriate director or directors as
appropriate.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20
EXECUTIVE OFFICERS
The table below identifies and sets forth certain information regarding our
 
executive officers as of April
28, 2023.
Executive Officer
Age
Position
Mei Mei Hu
40
Co-Founder, President, Chief Executive
 
Officer and Director
Louis Reese
41
Executive Chairman
Ulo Palm
66
Chief Medical Officer
René Paula Molina
45
Senior Vice President, Legal &
 
Business Affairs, General
Counsel and Secretary
Jason Pesile
49
Senior Vice President, Finance and
 
Accounting
See the section above titled “Nominees for Director – Information about
 
Director Nominees” for the biographies
of Mei Mei Hu and Louis Reese.
Ulo Palm
 
is our Chief Medical Officer.
 
Dr. Palm has served in this role for the Company
 
since September
2021. Before joining the Company,
 
Dr. Palm was the co-founder and Chief Medical
 
Officer of Ordaōs Bio, an AI
drug design company with the mission of using digital sciences, machine
 
learning and AI to increase the speed and
efficacy of drug R&D from August 2020 until August 2021, and
 
he now serves on its board of directors. Prior to
Ordaōs, Dr. Palm was a Senior Vice
 
President at Allergan from March 2015 to May 2020, where
 
he led Digital
Sciences and Global Drug Development Operations, and he also served
 
as a Vice President and Senior
 
Vice
President at Forest Labs, a predecessor company of Allergan, beginning
 
in 2008. Prior to joining Forest Labs, Dr.
Palm served as Global Head, Laboratory & Preclinical Quality Assurance and
 
Global Head of Clinical Operations
Oncology at Novartis and in various drug development roles at Schering-Plough
 
and Bayer. He also served as the
Chair of the oversight committee and as Corporate Secretary on the board
 
of directors of TransCelerate BioPharma
Inc. from December 2016 to May 2020. Dr.
 
Palm earned his M.D. and Ph.D. from the Free University of Berlin and
a M.B.A. from the AKAD University of Applied Sciences in Rendsburg,
 
Germany.
René Paula Molina
 
is our Senior Vice President,
 
Legal & Business Affairs, General Counsel and
Secretary.
 
Mr. Paula has served as General
 
Counsel and Secretary for the Company since January 2021. Mr.
 
Paula
previously served as a consultant for the Company from November 2020
 
to January 2021. Prior to joining the
Company, Mr.
 
Paula was the Chief Operating Officer at Bionic Solution Inc. from
 
June 2018 to January 2021,
where he managed the finance and legal functions. Prior to joining Bionic, Mr.
 
Paula served in roles of increasing
responsibility for ABInBev and Zx Ventures
 
(the captive private equity and venture capital arm of ABInBev) from
July 2015 to April 2018. His career in corporate and legal affairs prior
 
to joining ABInBev includes having worked
at the law firm of Cravath, Swaine & Moore LLP,
 
HSBC investment bank and Audible (Amazon’s
 
audiobook
division). Earlier in his career, Mr.
 
Paula worked with Deloitte & Touche
 
and obtained his certified public
accounting license (currently inactive). Mr.
 
Paula is a graduate of New York
 
University Stern School of Business,
where he earned a B.S. degree in Finance and Accounting, and Columbia
 
Law School, where he earned a J.D.
Jason Pesile
 
is our Senior Vice President, Finance
 
and Accounting. Mr. Pesile has served in
 
this role since
January 2022. Mr. Pesile is a finance
 
executive with twenty years of experience in the biopharmaceutical space
 
and
most recently served as Vice President
 
Finance, Corporate Controller at Beyond Spring Pharmaceuticals,
 
a
pharmaceutical research company,
 
from September 2020 to December 2021. Prior to that, Mr.
 
Pesile was the
Executive Director, Finance, at Progenics
 
Pharmaceuticals, Inc., a pharmaceutical research company,
 
from
November 2016 to July 2020. He has worked at multiple biopharma
 
companies in the past ten years, where he led
various aspects of financial operations, including accounting, financial
 
reporting, audit and financial planning.
Earlier in his career, Mr.
 
Pesile worked in management consulting, and as a global project manager
 
at Schering-
Plough and Merck focused on post-merger integration.
 
Jason graduated from the Wharton School of the University
21
of Pennsylvania with a B.S. degree in Finance and holds an MBA from Columbia
 
Business School. He is a Certified
Public Accountant in the State of New Jersey.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22
EXECUTIVE COMPENSATION
Overview
This section discusses the material components of our 2022
 
compensation program for our principal executive
officer and next two most highly compensated executive officers
 
who are named in the Summary Compensation
Table below.
 
These “named executive officers” or “NEOs” for 2022 are:
Mei Mei Hu, Co-Founder, President, Chief Executive
 
Officer and Director;
Dr. Ulo Palm, Chief Medical Officer
 
;
 
and
René Paula Molina,
 
Senior Vice President, Legal &
 
Business Affairs,
 
General Counsel and Secretary.
Summary Compensation Table
The following
 
table presents the
 
compensation for
 
services provided to
 
us by our
 
named executive officers
for the fiscal years ended December 31, 2022 and 2021.
Name and
 
Principal Position
Year
Salary
($)
(1)
Bonus
($)
(2)
Option
Awards
($)
(3)
All Other
Compensation
($)
(4)
Total
($)
Mei Mei Hu
2022
400,000
135,662
16,069
551,731
Chief Executive Officer
2021
400,000
13,067,121
28,027
13,495,148
Ulo Palm
2022
450,000
135,000
376,000
961,000
Chief Medical Officer
2021
162,115
64,846
2,276,442
2,503,403
René Paula Molina
2022
362,500
108,750
8,878
480,128
Senior Vice President,
Legal and Business Affairs
(1)
For 2021, Dr. Palm’s salary reflects a partial year of employment.
(2)
Ms. Hu was granted 73,928
 
options in lieu of a cash
 
bonus with respect to performance
 
during the fiscal year ended December
 
31, 2022.
 
The
amounts reported here represent the grant date fair value of stock options, calculated in accordance with Accounting
 
Standards Update 718,
“Compensation—Stock Compensation (Topic 718).” For additional information, see Notes
 
2 and 14 to our consolidated financial statements
included in the Annual Report.
 
The assumptions used in calculating the
 
grant date fair value of the stock
 
options reported in this table are
 
set
forth in the section of the Annual Report titled “Management’s Discussion and Analysis of Financial Condition
 
and Results of Operations—
Critical Accounting Policies and Estimates—Stock-Based Compensation.”
Ms. Hu did not receive a bonus with respect to
 
services performed for the fiscal year ended
 
December 31, 2021 because prior to the board of
directors or compensation committee
 
determining any bonuses for
 
that year she informed the
 
compensation committee that she
 
would decline
any bonus the committee might otherwise choose to award.
Mr. Palm’s
 
and Mr. Paula’s discretionary
 
bonuses for services performed in 2021 were paid in 2022, and discretionary bonuses for services
performed in 2022 were paid in 2023.
 
(3)
The amounts reported here represent the grant
 
date fair value of stock options,
 
calculated in accordance with Accounting Standards Update
718,
 
“Compensation—Stock Compensation
 
(Topic
 
718).”
 
For
 
additional information,
 
see
 
Notes
 
2
 
and
 
14
 
to
 
our
 
consolidated
 
financial
statements included in the Annual Report. The assumptions used in calculating the grant
 
date fair value of the stock options reported in this
table are set forth in
 
the section of the Annual Report
 
titled “
Management’s Discussion
 
and Analysis of Financial Condition and Results
 
of
Operations—Critical Accounting Policies and Estimates—Stock-Based
 
Compensation
.”
(4)
For Ms. Hu the
 
amounts shown represent
 
the aggregate incremental
 
cost of personal
 
use of our
 
corporate airplane. Aggregate
 
incremental
cost was
 
determined by
 
taking the
 
variable costs
 
to the
 
Company of
 
owning and
 
operating the
 
corporate airplane
 
in 2022
 
and 2021
 
and
23
multiplying it by a fraction which represents the portion
 
of the usage of the airplane in those years that was determined
 
to be personal use by
Ms. Hu.
 
For Mr. Paula, the amounts shown represent the Company’s matching contributions to a retirement 401(k) plan.
 
Narrative Disclosure to Summary Compensation Table
The following describes the material elements of our compensation program
 
for the fiscal year ended
December 31, 2022 as applicable to our NEOs and reflected in the Summary
 
Compensation Table
 
above. We
continue to evaluate our executive compensation program with the goal of
 
aligning executive compensation with
stockholder interests. As a result of this evaluation, we expect to make changes
 
to further enhance our compensation
practices,
 
and future changes may differ in several respects from
 
our historical program as described herein.
 
Base Salary
We use base salaries to recognize
 
the experience, skills, knowledge and responsibilities required for
 
all our
employees, including our NEOs. Base salaries are determined based
 
on the individual’s responsibilities,
performance, experience and what we determine is appropriate and
 
necessary to retain key talent, taking into
consideration the other forms of compensation we provide.
During 2022, Ms. Hu’s base salary
 
was $400,000.
 
In the case of Dr. Palm, his base salary is set forth
 
in his
offer letter, described
 
in more detail below, and is $450,000
 
on an annualized basis.
 
Mr. Paula’s
 
base salary is set
forth in his offer letter, described
 
in more detail below,
 
and is currently $370,000 on an annualized basis.
Bonuses
None of our NEOs is contractually entitled to an annual bonus or other annual incentive
 
compensation but
Dr. Palm and Mr.
 
Paula are eligible for an annual cash bonus targeted at 40% of base salary under
 
their offer letters.
Ms. Hu received 73,928 options in lieu of a cash bonus for 2022.
 
Dr. Palm received a discretionary bonus of
$135,000 for 2022, and Mr. Paula
 
received a discretionary bonus of $108,750.
 
Employee Benefits and Perquisites
Our NEOs are eligible to participate in our health and welfare plans on the same terms
 
and conditions as
provided to our full-time employees generally.
 
Additionally, in 2022
 
and 2021, the Company allowed our CEO to
have limited use of the corporate plane for personal travel, the costs of which
 
were considered as part of their overall
compensation package from the Company and are disclosed in the Summary
 
Compensation Table
 
above.
 
Retirement Benefits
We maintain a 401(k)
 
plan that provides eligible U.S. employees with an opportunity to save for retirement
on a tax advantaged basis. Beginning in 2022, we offered
 
to match participant contributions to their individual
accounts 100% up to 4% of their base salary.
 
Mr. Paula received matching contributions
 
of $8,878.45 in 2022. We
do not provide deferred compensation, defined benefit pension or nonqualified defined
 
contribution benefits for our
NEOs.
 
Employment Agreements
We currently
 
do not have a formal employment agreement or offer letter
 
with Ms. Hu.
We provided
 
Dr. Palm with an offer letter
 
in connection with the commencement of his employment,
which provides for at-will employment and sets forth his annual base salary
 
of $450,000, eligibility for an annual
cash bonus targeted at 40% of his base salary and an initial grant of
 
stock options with an aggregate date value of
$2,276,442.
 
For more information on such grant, see the table below under “
Outstanding Equity Awards
 
as of
December 31, 2022
” and its accompanying footnote disclosure. The offer letter also provides that
 
Dr. Palm will be
eligible to participate in our medical, dental
 
and vision plans.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
24
We provided
 
Mr. Paula with an offer letter
 
in connection with the commencement of his employment,
which provides for at-will employment and sets forth an annual base
 
salary of $325,000 (which salary has since
increased to $370,000), eligibility for an annual cash bonus targeted
 
at 40% of his base salary and a grant of stock
options with an aggregate date value of $769,604. For more information on such
 
grant, see the table below under
Outstanding Equity Awards
 
as of December 31, 2022
” and its accompanying footnote disclosure. The offer letter
also provides that Mr. Paula will be eligible
 
to participate in our medical, dental and vision plans.
Long-Term
 
Incentive Awards
From time to time, we have granted stock options to our NEOs to purchase shares of our Class A common
stock, each with an exercise price no less than the fair market value of a share
 
of Class A common stock on the date
of grant.
 
For more information on the stock options granted to our NEOs, see the table below
 
under “
Outstanding
Equity Awards
 
as of December 31, 2022
” and its accompanying footnote disclosure.
In the event an NEO terminates employment for any reason, all unvested
 
stock options are forfeited. In the
event the termination is for “cause,” both vested and unvested stock options are
 
forfeited.
Outstanding Equity Awards as of December 31, 2022
 
The
 
following
 
table presents
 
the
 
outstanding
 
equity
 
incentive
 
plan
 
awards
 
held
 
by each
 
named
 
executive
officer as of December 31, 2022.
Option Awards
Stock Awards
Name
Grant Date
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Number of
Securities
Underlying
Unexercised
Unearned
Options
 
(#)
Option
Exercise
Price Per
Share
($)
Option
Expiration
Date
Number of
Shares or Units of
Stock that have not
vested
(#)
Market Value
of Shares or
Units of Stock
that have not
vested
(5)
 
($)
Mei Mei Hu
03/28/2018
(1)
1,590,547
0.28
03/28/2028
01/26/2021
(2)
2,393,468
598,367
10.07
01/26/2026
01/26/2021
(3)
181,501
197,284
10.07
01/26/2031
Ulo Palm
11/11/2021
(1)
58,275
174,825
13.00
11/11/2031
03/15/2022
(4)
100,000
140,000
René Paula
01/25/2021
(1)
145,897
158,586
4.01
03/01/2031
11/11/2021
(1)
24,038
72,115
13.00
11/11/2031
(1)
These time-based options to purchase shares of our Class A
 
common stock are subject to a four-year time-vesting period, with 25% vesting
one year after the
 
vesting commencement date and the
 
remainder vesting in equal installments each
 
month during remainder of the
 
vesting
period subject to continued service. The
 
vesting commencement date is January 1, 2018
 
for the options granted to Ms. Hu
 
and November 11,
2021 for the options granted to Dr. Palm, and January 25, 2021 and November 11, 2021 for the options
 
granted to Mr. Paula.
(2)
These performance-vesting options to purchase shares of our Class B common
 
stock are subject to performance-based conditions with 80%
vesting upon the closing of our IPO and the remaining
 
20% vesting if the Class A common stock maintains a
 
25% higher value than the IPO
offering price for 20
 
days out of any
 
consecutive 30-day period
 
subject to continued
 
service on the
 
vesting date. These
 
options were originally
issued by
 
a predecessor entity
 
prior to
 
the Reorganization
 
and converted
 
to options
 
to purchase our
 
Class A
 
common stock
 
following the
Reorganization. In August 2021,
 
the Company canceled the options
 
to purchase shares of
 
Class A common stock
 
in exchange for an
 
equal
number of options to purchase shares
 
of Class B common stock.
 
The options expire on the fifth anniversary
 
of the grant date. See “
Exchange
of
 
Options
 
below
 
and
 
Note
 
14
 
"
Equity
 
Incentive
 
Plans
"
of
 
the
 
consolidated
 
financial
 
statements
 
in
 
the
 
Annual
 
Report
 
for
 
additional
information. Class B common stock is convertible to
 
Class A common stock on a one-for-one basis and has no expiration
 
date.
25
(3)
These time-based options to purchase shares of our Class B
 
common stock are subject to a four-year time-vesting period,
 
with 25% vesting
one year after
 
the grant date
 
and the remainder
 
vesting in equal
 
installments each month during
 
remainder of the
 
vesting period subject
 
to
continued service.
 
These options
 
were originally
 
issued by
 
a predecessor
 
entity prior
 
to the
 
Reorganization and
 
converted to
 
options to
purchase our Class A common stock following the Reorganization.
 
In August 2021, the Company canceled the options to purchase
 
shares of
Class A common stock in exchange for an equal number of options to purchase shares
 
of Class B common stock. The options expire on the
tenth anniversary of
 
the grant
 
date.
 
See “
Exchange of
 
Options
” below
 
and Note
 
14 "
Equity Incentive Plans
"
of the
 
consolidated financial
statements in the Annual Report for additional
 
information. Class B common stock is convertible
 
to Class A common stock on a one-for-one
basis and has no expiration date.
(4)
These time-vesting restricted stock units
 
of our Class A common stock
 
are subject to a four-year time-vesting
 
period, with 100% vesting four
years after the grant date subject to continued service.
(5)
The market value of the stock awards is based on the closing
 
price of our Class A common stock of $1.40 per share
 
on December 30, 2022.
Director Compensation
Our
 
board
 
of
 
directors
 
has
 
approved
 
a
 
policy
 
providing
 
for
 
annual
 
non-employee
 
director
 
compensation.
Under this policy,
 
each non-employee
 
director is eligible
 
to receive
 
cash and equity
 
compensation for
 
their services
on our Board
 
of Directors. Mei Mei
 
Hu, our President
 
and Chief Executive
 
Officer,
 
and Louis Reese, our
 
Executive
Chairman, are also members
 
of the board
 
of directors, but they
 
did not receive any
 
additional compensation for service
as a director.
 
The compensation earned by or
 
paid to Ms. Hu as a named
 
executive officer of Vaxxinity
 
for the fiscal
year
 
ended
 
December
 
31,
 
2022
 
is
 
set
 
forth
 
in
 
this
 
item
 
above
 
under
 
Executive
 
Compensation—Summary
Compensation Table
.”
Each non-employee director is entitled to receive an annual retainer of $40,000, payable quarterly in arrears.
Any independent
 
director who
 
joins or
 
vacates the
 
board of
 
directors mid-year
 
will receive
 
a prorated
 
annual cash
retainer
 
during
 
the
 
director’s
 
year
 
of
 
service.
 
In
 
addition,
 
the
 
lead
 
independent
 
director
 
of
 
the
 
board
 
of
 
directors,
committee chairs
 
and committee
 
members are
 
entitled to
 
receive the
 
following additional
 
annual retainers,
 
payable
quarterly in arrears:
$25,000 for the lead independent director;
$20,000 for the chair of the audit committee;
$15,000 for the chair of the compensation committee;
$10,000 for the chair of the nominating and governance committee;
$10,000 for each other member of the audit committee;
$7,500 for each other member of the compensation committee; and
$5,000 for each other member of the nominating and governance committee.
Some of
 
the directors
 
serving on
 
the board
 
of directors
 
in 2022
 
voluntarily agreed
 
to waive
 
their rights
 
to
cash retainers for their service during 2022 (see “2022 Director Compensation”
 
table below).
Each
 
non-employee
 
director
 
continuing
 
in
 
service
 
after
 
each
 
of
 
our
 
annual
 
stockholder
 
meetings
 
will
automatically be granted
 
a number of
 
stock options to
 
purchase shares of
 
our Class A common
 
stock determined by
dividing $270,000 by the 50-day moving average price of our
 
Class A common stock. Such annual grants will vest
 
on
the earliest of (1) the one-year anniversary of the grant date (or
 
applicable service start date for any director appointed
between
 
annual
 
stockholder
 
meetings),
 
(2)
 
the
 
following
 
year’s
 
annual
 
stockholder
 
meeting,
 
and
 
(3)
 
a
 
“change
 
of
control”
 
(as defined in the 2021 Omnibus Incentive Compensation Plan (the “New 2021 Plan”)), in each case, subject
to such non-employee director’s continued service in
 
such capacity through the vesting date.
We
 
intend to
 
periodically evaluate
 
the terms of
 
compensation of
 
our non-employee
 
directors as part
 
of our
regular review of our overall compensation strategy.
Stock options granted
 
to our non-employee
 
directors under the
 
program have an
 
exercise price equal
 
to the
fair market value of our common stock on the date of grant and expire
 
not later than ten years after the date of grant.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
26
2022 Director Compensation
The following table sets forth the compensation earned by our directors for
 
their service on the board of
directors during 2022:
Name
(1)
Fees Earned
or Paid in
Cash
($)
(2)
Option
 
Awards
($)
(3)
All Other
Compensation
($)
(4)
Total
($)
Gregory
 
R. Blatt
198,692
198,692
James Chui
198,692
198,692
Peter Diamandis
198,692
198,692
George Hornig
60,000
501,478
561,478
Peter Powchik
502,031
502,031
Louis Reese
113,052
82,736
195,788
(1)
Excludes
 
Ms.
 
Eade,
 
Mr.
 
Ogilvie,
 
Mr.
 
Smith
 
and
 
Ms.
 
Toledano
 
who
 
did
 
not
 
serve
 
as
 
directors
 
in
 
2022.
 
Please
 
see
 
“—Summary
 
Compensation Table” for compensation paid to Ms. Hu.
(2)
Mr. Blatt, Mr.
 
Chui, Mr. Diamandis and Mr.
 
Powchik voluntarily agreed to waive their rights to cash retainers for their board services
in 2022.
 
(3)
The amounts reported reflect the grant date fair
 
value of stock options computed in accordance with ASC
 
718. We provide information
regarding the assumptions used
 
to calculate the
 
value of the
 
option awards in
 
Note 14 to
 
our consolidated financial statements
 
in the
Annual Report.
Any awards
 
originally granted
 
as stock
 
options to
 
purchase common
 
shares of
 
UNS or
 
COVAXX
 
for service
 
as a
director of UNS or
 
COVAXX were terminated and substituted with an
 
option to purchase shares
 
of Class A common
 
stock of Vaxxinity
in
 
connection
 
with
 
the
 
Reorganization.
 
See
 
Note
 
1
 
to
 
our
 
consolidated
 
financial
 
statements
 
in
 
the
 
Annual
 
Report
 
for
 
additional
information. The following table shows the
 
aggregate number of shares subject
 
to options held by each of our
 
directors as of December
31, 2022:
Number of Class A Stock Options
Held at Fiscal Year-End
Number of Class B Stock Options
Held at Fiscal Year-End
Louis Reese
2,346,709
2,991,835
Mei Mei Hu
1,590,547
3,370,620
Peter Diamandis
1,436,375
George Hornig
197,140
Peter Powchik
223,373
(4)
For Mr. Reese, consists of (i)
 
$66,667 of salary earned by
 
Mr. Reese as Executive Chairman
 
and (ii) $16,609 representing
 
the aggregate
incremental cost of personal use of
 
our corporate airplane. Aggregate incremental cost was
 
determined by taking the variable costs
 
to
the Company of owning
 
and operating the corporate
 
airplane in 2022 and
 
multiplying it by a
 
fraction which represents the portion
 
of
the usage of the airplane that was determined to be personal
 
use by Mr. Reese.
STOCK OWNERSHIP
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information relating to the beneficial ownership
 
of our Class A common
stock and Class B common stock as of April 21, 2023 for:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
27
each person, or group of affiliated persons, known by us to beneficially
 
own more than 5% of our common
stock outstanding;
each of our directors;
each of our named executive officers for 2022; and
all directors and executive officers as a group.
Except as noted by footnote, and subject to community property laws where applicable,
 
based on the
information provided to us, we believe that the persons and entities named in the
 
table below have sole voting and
investment power with respect to all shares shown as beneficially owned
 
by them.
The beneficial ownership
percentages set forth in the table below are based on 11
 
2,190,162 shares of Class A common stock and 13,874,132
shares of Class B common stock outstanding as of April 21, 2023. Unless otherwise
 
indicated by footnote below,
 
the
address for each beneficial owner listed is c/o Vaxxinity,
 
Inc.,
505 Odyssey Way,
 
Merritt Island, FL 32953.
Name of Beneficial Owners
Shares Beneficially Owned
(1)
Percentage
of Total
Voting
Power**
Class A
Class B
No.
%
No.
%
Directors and Executive Officers:
Mei Mei Hu
(2)
62,442,800
49.2
 
%
14,482,366
87.8
 
%
69.8
%
Louis Reese
(3)
2,861,716
2.5 %
6,348,980
39.0 %
15.9
%
Ulo Palm
(4)
95,575
*
*
Ren
é
 
Paula Molina
(5)
220,959
*
*
Peter Diamandis
(6)
1,609,010
1.4 %
1,099,915
7.9 %
4.6
%
Katherine Eade
*
George Hornig
(7)
151,838
*
Landon Ogilvie
(8)
32,850
*
*
Peter Powchik
(9)
386,440
*
*
James Smith
(10)
62,260
*
*
Gabrielle Toledano
*
All directors and executive officers as a group (12 persons)
(11)
58,879,267
49.0%
15,582,281
82.5 %
63.2
%
Five Percent Holders:
United Biomedical, Inc.
(12)
57,877,859
50.7 %
22.3
%
Entities affiliated with Primer Movers Lab Fund I LP
(13)
17,254,728
15.4
 
%
6.9
%
*
 
Represents beneficial ownership or voting power, as applicable, of less than
 
one percent of our outstanding shares of common stock.
**
 
Represents the voting
 
power with respect
 
to all shares
 
of our Class A
 
common stock and
 
Class B common stock,
 
voting as a single
 
class.
Each share of Class A common stock will be entitled to one vote per share and each share of Class B common stock will be entitled to
ten votes per share. Holders of our Class A common stock
 
and Class B common stock will vote together as a
 
single class on all matters
presented to our stockholders for their vote or approval,
 
except as otherwise required by applicable law or our
 
Charter.
(1)
Beneficial ownership is determined according to the rules of
 
the SEC, which generally provide that a person has
 
beneficial ownership
of
 
a
 
security if
 
he,
 
she or
 
it
 
possesses sole
 
or
 
shared voting
 
or
 
investment power
 
over that
 
security.
 
Under those
 
rules, beneficial
ownership includes
 
securities that the
 
individual or
 
entity has
 
the right
 
to acquire,
 
such as
 
through the
 
exercise of
 
warrants or
 
stock
options or
 
the vesting of
 
restricted stock units
 
within 60 days.
 
Shares subject to
 
warrants or options
 
that are currently
 
exercisable or
exercisable within 60 days or
 
restricted stock units that vest within
 
60 days are considered outstanding and
 
beneficially owned by the
person holding such warrants,
 
options or restricted stock
 
units for the purpose
 
of computing the percentage
 
ownership of that person
 
but
are not treated as outstanding for the purpose of computing
 
the percentage ownership of any other person.
 
28
(2)
Consists of
 
(i) 5,518,961 shares
 
of Class
 
B
 
common stock
 
held by
 
Ms. Hu,
 
(ii) 271,655 shares
 
of
 
Class A
 
common stock
 
held by
Blackfoot Healthcare Ventures
 
LLC (“Blackfoot”), (iii) 4,212,495
 
shares of Class
 
A common stock
 
held by United
 
Biomedical Inc.,
Asia
 
(“UBIA”)
 
over
 
which
 
Ms.
 
Hu
 
has
 
shared
 
voting
 
power,
 
(iv)
 
2,572,561
 
shares
 
of
 
Class
 
A
 
common
 
stock
 
subject
 
to
 
options
exercisable within 60 days of
 
April 21, 2023, (v) 2,393,468
 
shares of Class B
 
common stock subject to options
 
exercisable within 60
days of April
 
21, 2023 and,
 
without duplication, (vi) the
 
shares of common
 
stock subject to the
 
Voting
 
Agreement that are disclosed
under footnotes (3) and (12), pursuant
 
to which Ms. Hu holds irrevocable proxies.
 
Ms. Hu and Mr.
 
Reese are the sole shareholders of
Blackfoot and may therefore be deemed to
 
beneficially own the securities held by Blackfoot. We do not believe that
 
the parties to these
voting agreements constitute a
 
“group” under Section 13 of
 
the Exchange Act, as Ms.
 
Hu exercises voting control
 
over these shares. All
of the shares
 
identified in this
 
footnote are subject
 
to the Voting
 
Agreement, which is
 
further described under “
Certain Transactions
with Related
 
Persons—Voting
 
Agreement.
” Except
 
as set
 
forth in
 
this footnote,
 
Ms. Hu has
 
no voting
 
or investment
 
power over
 
the
securities beneficially owned by the other parties to the Voting Agreement and disclaims beneficial ownership of such
 
securities.
(3)
Consists of (i) 17,500 shares of Class A common stock held by Mr. Reese, (ii) 3,955,512 shares of Class B common stock held by Mr.
Reese, (iii) 271,655
 
shares of
 
Class A
 
common stock
 
held by
 
Blackfoot,
 
(iv) 2,597,660 shares
 
of Class
 
A common
 
stock subject
 
to
options exercisable within 60 days of April 21, 2023
 
and (v) 2,393,468 shares of Class B common stock subject to options exercisable
within 60
 
days
 
of
 
April 21,
 
2023. Ms.
 
Hu
 
and Mr.
 
Reese are
 
the
 
sole shareholders
 
of
 
Blackfoot and
 
may therefore
 
be deemed
 
to
beneficially own the
 
securities held by
 
Blackfoot. All of
 
the shares identified
 
in this footnote
 
are subject to
 
the Voting Agreement, which
is
 
further
 
described
 
under
 
Certain
 
Transactions
 
with
 
Related
 
Persons—Voting
 
Agreement
.”
 
Except
 
as
 
set
 
forth
 
in
 
this
 
footnote,
Mr. Reese has no voting or
 
investment power over the securities beneficially owned by the other parties
 
to the Voting
 
Agreement and
disclaims beneficial ownership of such securities.
(4)
Consists of
 
(i) 450 shares
 
held by Dr.
 
Palm’s spouse
 
and (ii) 95,125
 
shares of Class
 
A common stock
 
subject to options
 
exercisable
within 60 days of April 21, 2023.
(5)
Consists of 220,959 shares of Class A common stock subject
 
to options exercisable within 60 days of April 21, 2023.
(6)
Consists of (i) 430,604 shares of Class
 
A common stock held by Mr.
 
Diamandis,
 
(ii) 13,824 shares of Class A common
 
stock held by
the spouse
 
of Mr.
 
Diamandis, (iii)
 
1,099,915 shares
 
of Class
 
B common
 
stock and
 
(iv) 1,164,582
 
shares of
 
Class A
 
common stock
subject to options exercisable within 60 days of April 21, 2023.
(7)
Consists of 151,838 shares of Class A common stock subject
 
to options exercisable within 60 days of April 21, 2023.
(8)
Consists of an aggregate 32,850 shares of Class A common stock held by various members of Mr.
 
Ogilvie’s family and for which Mr.
Ogilvie has voting and investment power.
(9)
Consists of (i) 225,858 shares of
 
Class A common stock held by
 
Mr. Powchik and (ii) 160,582 shares of Class A
 
common stock subject
to options exercisable within 60 days of April 21, 2023.
(10)
Consists of (i) 8,058 shares
 
of Class A common stock held
 
by Mr. Smith
 
and (ii) 54,202 shares of
 
Class A common stock held by
 
IO
Fund, LLC for which Mr.
 
Smith shares voting and investment power.
 
Mr. Smith disclaims beneficial
 
ownership of the securities held
by IO Fund, LLC except to the extent of his pecuniary
 
interest therein.
(11)
In addition
 
to the
 
directors and
 
named executive officers
 
included in
 
this table,
 
also includes
 
securities beneficially owned
 
by Jason
Pesile. Consists of
 
(i) 52,792,345 shares
 
of Class
 
A common stock,
 
(ii) 10,574,388 shares
 
of Class B
 
common stock, (iii)
 
6,086,922
shares of Class A common stock
 
subject to options exercisable within 60 days
 
of April 21, 2023 and
 
(iv) 5,007,893 shares of Class B
common stock subject to options exercisable within 60 days
 
of April 21, 2023.
(12)
Consists of (i) 51,737,344 shares of Class A common stock held by UBI,
 
(ii) 1,928,020 shares of Class A common stock issuable upon
the exercise of the
 
UBI Warrant and
 
(iii) 4,212,495 shares of Class A common
 
stock held by UBIA. UBI
 
is a majority shareholder in
UBIA and may be deemed
 
to share voting and investment
 
power over the securities held by
 
UBIA. Ms. Hu, Mr.
 
Reese and Ms. Hu’s
father Nean Hu,
 
together as a
 
group, control more
 
than 50% of
 
the equity interests
 
of UBI, and
 
together hold voting
 
and investment
control of all shares held by UBI.
 
Under the so-called “rule of three,” if voting
 
and dispositive decisions regarding an entity’s securities
are made by three or more
 
individuals, and a voting or
 
dispositive decision requires the approval
 
of a majority of those
 
individuals, then
none of the
 
individuals is deemed
 
a beneficial
 
owner of the
 
entity’s securities. Each
 
of Ms. Hu, Mr. Reese and
 
Mr. Hu expressly disclaim
beneficial ownership of such shares, except to the extent of their respective
 
pecuniary interest. All of the shares identified in clauses (i)
and (ii) of this footnote will be subject to
 
the Voting
 
Agreement, which is further described under “
Certain Transactions with Related
Persons—Voting Agreement
.” Except as
 
set forth in
 
this footnote, UBI
 
has no voting
 
or investment power
 
over the securities
 
beneficially
owned by the other parties to the Voting Agreement and disclaims beneficial ownership of such securities. The mailing
 
address of UBI
is 2622 Commerce Street, Dallas TX 75226-1402.
(13)
Consists of (i) 9,169,589 shares
 
of Class A common
 
stock held by Prime
 
Movers Lab Fund I
 
LP (“PML”), (ii) 3,615,038 shares
 
of Class
A common stock
 
held by Prime
 
Movers Growth Fund
 
I LP (“PMG”),
 
(iii) 2,160,502 shares
 
of Class A
 
common stock
 
held by COVAXX
PML SPV 1
 
LP (“PML SPV 1”),
 
(iv) 836,499 shares of Class
 
A common stock held
 
by COVAXX
 
PML SPV 2 LP
 
(“PMV SPV 2”)
and (v) 1,473,100 shares of Class A common stock held by COVAXX
 
PML SPV 3 LP (“PML SPV 3”). Prime Movers Lab GP I LLC
(“PML GP I”) is the general partner
 
of PML and PML SPV 1.
 
Prime Movers Lab GP II LLC (“PML GP
 
II”) is the general partner of
PML SPV 2 and PML
 
SPV 3. Prime Movers Growth
 
GP I LLC (“PMG GP”)
 
is the general partner
 
of PMG. Dakin Sloss is
 
the manager
of PML GP I, PML GP II and PMG GP, and may be deemed to beneficially own the securities held by PML, PMG,
 
PML SPV 1, PML
SPV 2 and PML SPV 3.
 
The mailing address of PML, PMG, PML
 
SPV 1, PML SPV 2 and
 
PML SPV 3 is P.O.
 
Box 12829, Jackson,
WY 83002.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
29
Securities Authorized for Issuance Under Equity Compensation Plans
The following table summarizes certain information, as of
December 31, 2022
, relating to our equity
compensation plans, which were approved by the Company’s
 
stockholders. See Note 14
of the consolidated
financial statements in the Annual Report for a summary of our equity compensation
 
plan.
Equity Compensation Plan Information
Plan Category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
Equity compensation
plans approved by security
holders
20,716,760
(1)
$
5.00
8,364,003
(2)
Total
20,716,760
$
5.00
8,364,003
(1)
Consists of
 
outstanding options
 
for 14,054,305 shares
 
of Class
 
A common stock,
 
300,000 restricted
 
stock units of
 
Class A
 
common
stock and outstanding options for 6,362,455 shares of Class
 
B stock, of which 9,830,751 Class A and
 
4,968,437 Class B options were
exercisable, respectively.
 
(2)
Consists of 6,064,003
 
shares reserved
 
and remaining available
 
for future awards
 
under the New
 
2021 Plan and
 
2,300,000 shares reserved
and remaining available for issuance under the ESPP. The reserve for the New 2021 Plan automatically increases each year on January
1st, beginning on January 1, 2023 and
 
ending (and including) January 1, 2030, by the
 
lesser of (i) 4% of the outstanding
 
shares of the
Company’s
 
common stock
 
on the
 
immediately preceding
 
December 31,
 
(ii) the
 
number of
 
shares determined
 
by the
 
Compensation
Committee, if
 
any such
 
determination is
 
made, and
 
(iii) the
 
number of
 
shares underlying
 
any awards
 
granted during
 
the preceding
calendar year, net of
 
the shares underlying awards canceled or forfeited under
 
the New 2021 Plan. On January
 
1, 2023, in accordance
with the automatic “evergreen” provision of the New 2021 Plan, the maximum number of shares that can be issued under the plan was
increased to 11,550,309.
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires executive officers, directors
 
and persons who own more than
10% of a registered class of our equity securities to file reports of ownership
 
with the Securities and Exchange
Commission (the “SEC”). Based solely on our review of the copies of
 
such forms received by us, we believe that
during the fiscal year ended December 31, 2022, all filing requirements
 
were timely satisfied, except a late Form 4
was filed for Farshad Guirakhoo, our former Chief Scientific Officer,
 
two late Form 4s were filed for Peter
Diamandis, a late Form 3 was filed for Peter Diamandis and a late Form 4 filed
 
for Jason Pesile.
 
CERTAIN
 
TRANSACTIONS WITH RELATED
 
PERSONS
Other than compensation arrangements for our executive officers
 
and directors which are described
elsewhere in this Proxy Statement, below we describe transactions since January
 
1, 2021 to which we were or will
be a participant and in which:
the amounts involved exceeded or will exceed $120,000; and
any of our directors, executive officers or holders of more than 5%
 
of our outstanding voting securities, or
any member of the immediate family of, or person sharing the household
 
with, the foregoing persons, had
or will have a direct or indirect material interest.
30
Policies and Procedures on Transactions with Related Persons
The board of directors has adopted
 
a related person transaction policy in writing
 
setting forth the policies and
procedures for the
 
identification, review, and approval or
 
ratification of related
 
person transactions. This
 
policy covers,
with certain exceptions set forth in the policy consistent with
 
Item 404 of Regulation S-K under the Securities Act of
1933,
 
as
 
amended
 
(the
 
“Securities
 
Act”),
 
any
 
transaction,
 
arrangement
 
or
 
relationship,
 
or
 
any
 
series
 
of
 
similar
transactions, arrangements or
 
relationships, where the
 
amount involved will or
 
may be expected
 
to exceed $100,000
and
 
in which
 
we were
 
or are
 
to be
 
a participant
 
and a
 
related person
 
had or
 
will have
 
a direct
 
or indirect
 
interest,
including purchases
 
of goods
 
or services
 
by or
 
from the
 
related person
 
or entities
 
in which
 
the related
 
person has
 
a
material interest, indebtedness and guarantees of indebtedness. In reviewing and approving any such transactions, the
audit committee
 
will consider
 
all relevant
 
facts and
 
circumstances as
 
appropriate,
 
including, but
 
not limited
 
to, the
business reasons for the Company to enter into the
 
transaction and the risks, costs and the availability
 
of other sources
of comparable services or products.
Our Relationship with UBI
Our Vaxxine
 
Platform utilizes a peptide vaccine technology first developed by UBI for animal use and
subsequently refined over the last two decades. UBI initiated the development
 
of this technology for human use; the
business focused on human use was then separated from UBI through two
 
separate transactions: a spin-out from
UBI in 2014 of operations focused on developing chronic disease product
 
candidates that resulted in UNS, and a
second spin-out from UBI in 2020 of operations focused on the development of
 
a COVID-19 vaccine that resulted in
COVAXX.
 
The combination of UNS and COVAXX
 
in March 2021 resulted in our current company,
 
Vaxxinity.
Ms. Hu and Mr. Reese serve on the
 
executive committee of UBI. Ms. Hu, Mr.
 
Reese and Ms. Hu’s mother and
father, collectively hold voting and
 
investment control over UBI. Following the spin-out transactions, UBI continues
to be a commercial partner for the Company and one of our principal stockholders.
As of April 21, 2023, UBI held 51,737,344 shares of our Class A common stock,
 
representing
approximately 20.62% of the total voting power of our capital stock, UBIA held
 
4,212,495 shares of our Class A
common stock, representing approximately 1.68% of the voting power
 
of our capital stock, and Dr. Wang
 
(UBI’s
founder and mother of Ms. Hu) held 1,881,173 shares of our Class A common
 
stock and 3,299,744 shares of our
Class B common stock, representing an aggregate of approximately 13.90%
 
of the total voting power of our capital
stock. UBI also has a warrant
 
to purchase 1,928,020 shares of our Class A common stock. As of April
 
21, 2023, all
1,928,020 shares of Class A common stock underlying the UBI Warrant
 
are exercisable at an exercise price of
$12.45 per share (subject to adjustment pursuant thereto), and are not subject
 
to vesting. The UBI Warrant
 
has a
term of five years. Ms. Hu, Mr.
 
Reese, one of their affiliates and UBI are also party to the Voting
 
Agreement
providing Ms. Hu with the authority (and irrevocable proxies) to vote the shares of capital stock
 
held by such
persons at her discretion on all matters to be voted upon by stockholders. See
 
the section below entitled “
Voting
Agreement
.”
Commercial Agreements
We are party
 
to a Platform License Agreement,
 
dated as of August 5, 2021, with UBI and certain of its
affiliates (collectively,
 
the “Licensors”) pursuant to which Vaxxinity
 
obtained a worldwide, sublicensable, perpetual,
fully paid-up, royalty-free license under certain patents and know-how
 
owned or otherwise controlled by the
Licensors. We granted
 
UBI the UBI Warrant as partial
 
consideration for the license.
 
While we continue to take steps to separate our operations from those of UBI and
 
currently anticipate
taking additional steps to lessen our dependence, we still have certain ongoing
 
commercial relationships with UBI
and its affiliates for the provision of manufacturing services.
 
Total amounts due
 
under these agreements as of
December 31, 2022 were approximately $17.1 million, including
 
$4.2 million owed under an unsecured promissory
note entered into with UBI in October 2022. Total
 
service fees incurred under these agreements for the years ended
December 31, 2022 and 2021 were approximately $4.2 million and $35.4
 
million, respectively.
 
For further information about these commercial agreements, please refer
 
to our Annual Report on Form 10-
K for the fiscal year ended December 31, 2022.
 
31
The Reorganization
The combination of UNS and COVAXX
 
in March of 2021 was effected in accordance with the
Contribution and Exchange Agreement, pursuant to which
 
the outstanding equity interests of UNS and COVAXX
were contributed to Vaxxinity
 
in return for equity interests of Vaxxinity
 
resulting in UNS and COVAXX
 
becoming
wholly-owned subsidiaries of Vaxxinity.
 
In connection with the Reorganization, (i) all outstanding
 
shares of UNS
and COVAXX
 
preferred stock and common stock were contributed to Vaxxinity
 
and exchanged for an aggregate of
57,702,458 shares of our Class A common stock, 10,999,149 shares of our
 
Class B common stock and 58,175,751
shares of our Series A preferred stock, (ii) the outstanding options to purchase shares of
 
UNS and COVAXX
common stock were terminated and substituted with options to purchase
 
an aggregate of 19,712,504 shares of our
Class A common stock, (iii) the outstanding warrant to purchase shares of COVAXX
 
common stock was cancelled
and exchanged for a warrant, which was exercisable for 128,702
 
shares of our Class A common stock (the “Reorg.
Warrant”),
 
and (iv) the outstanding Convertible Notes and the Related Note (as such terms are defined
 
below) were
contributed to Vaxxinity
 
and the former holders of such notes received an aggregate of 4,047,344
 
shares of our
Series A preferred stock. All shares of our Series A preferred stock converted
 
into shares of our Class A common
stock concurrently with the closing of the IPO and the Reorg.
 
Warrant was automatically
 
exercised on a cashless
basis in connection with the IPO.
Investors’ Rights Agreement
We were party
 
to an Amended and Restated Investors’ Rights Agreement, dated as of March 17,
 
2021 (the
“Investors’ Rights Agreement”), with certain holders of our capital stock, including
 
entities affiliated with UBI and
Prime Movers Lab Fund I LLC (“Prime Movers”). This agreement grant
 
ed,
 
among other things, customary
“demand” registration and “piggyback” registration rights, information
 
rights and rights to future stock issuances of
the Company to certain holders of our capital stock. In connection with the
 
IPO, the holders of our capital stock
waived their “piggyback” registration rights, terminated
 
the Investors’ Rights Agreement and entered into a new
registration rights agreement (the “Registration Rights Agreement”)
 
with us and certain other holders of our capital
stock. See the paragraph in this section below titled “
Registration Rights
” for additional information regarding these
registration rights.
Pre-IPO Voting
 
Agreement
We were party
 
to a voting agreement, pursuant to which certain holders of our capital stock, including
Ms. Hu, Mr. Reese and entities affiliated
 
with UBI and Prime Movers, agreed to the manner in which they would
vote their shares on certain matters, including the election of directors. This
 
voting agreement terminated
 
in
accordance with its terms in connection with the closing of the IPO.
Right of First Refusal and Co-Sale Agreement
We were party
 
to an Amended and Restated Right of First Refusal and Co-Sale Agreement, dated
 
as of
March 17, 2021 (the “Right of First Refusal and Co-Sale Agreement”),
 
with certain of our stockholders, including
Ms. Hu, Mr. Reese and entities affiliated
 
with UBI and Prime Movers, under which we had a right of first refusal,
and certain of our stockholders party thereto had a right of first refusal and
 
co-sale, with respect to shares of capital
stock that holders of our Class B common stock and UBI propose to sell to third parties.
 
The Right of First Refusal
Agreement terminated
 
in accordance with its terms in connection with the closing of the IPO.
Voting
 
Agreement
Our principal stockholders (Ms. Hu, Mr.
 
Reese, one of their affiliates and UBI) entered into a voting
agreement on October 1, 2021 (the “Voting
 
Agreement”). We are not
 
a party to the Voting
 
Agreement. The Voting
Agreement provides the proxyholder,
 
Ms. Hu, with the authority (and irrevocable proxies) to direct the vote and
vote the shares of capital stock held by the principal stockholders at her discretion
 
on all matters to be voted upon by
stockholders. The Voting
 
Agreement does not restrict any of the principal stockholders from transferring any shares
of our capital stock and, if any such shares of capital stock are transferred, there is no obligation
 
for the transferee to
32
join the Voting
 
Agreement (unless the transferee is a controlled affiliate or
 
family member (or an entity or trust
whose beneficial owner or primary beneficiary is a family member) of one
 
of the parties to the Voting
 
Agreement).
Mr. Reese will replace Ms. Hu as the
 
proxyholder under the Voting
 
Agreement upon the earliest of (i) Ms.
Hu’s death, (ii) a determination
 
by a court that Ms. Hu is permanently and totally disabled (as determined by a
 
court
of competent jurisdiction) and (iii) six months after the later of Ms. Hu ceasing
 
to be (x) Chief Executive Officer and
(y) Actively Engaged (as defined below) (the “Replacement Date”); provided
 
that the Replacement Date will be the
date on which Ms. Hu ceases to be Actively Engaged if Ms. Hu is not then Chief Executive Officer
 
and Ms. Hu
ceases to be Actively Engaged pursuant to clause (B) of the definition of Actively
 
Engaged below. For purposes of
the Voting
 
Agreement, “Actively Engaged” means, on the date of determination, Ms. Hu (A) is then a director
 
of the
Company and (B) has not sold, or otherwise disposed for pecuniary gain, shares
 
of Class B common stock in excess
of 65% of the Class B common stock she held on the date of the Voting
 
Agreement.
The Voting
 
Agreement will terminate upon the earliest to occur of the following: (i) the liquidation,
dissolution or winding up of the Company; (ii) the execution by the Company
 
of a general assignment for the benefit
of creditors or the appointment of a receiver or trustee to take possession of the property
 
and assets of the Company;
(iii) the unilateral decision of the then current proxyholder (in such person’s
 
sole discretion) to terminate the Voting
Agreement, subject to a 30-day notice period; (iv) on the Replacement Date, if Mr.
 
Reese is then (x) deceased, (y)
determined by a court to be permanently and totally disabled or (z) not a director
 
of the Company; or (v) after the
Replacement Date, upon the earliest to occur of Mr.
 
Reese’s death, permanent and total disability
 
(as determined by
a court of competent jurisdiction) or ceasing to be director of the Company.
 
Registration Rights
In connection with the IPO, we and certain of our existing stockholders entered
 
into a Registration Rights
Agreement pursuant to which certain holders of our capital stock are entitled
 
to rights with respect to the registration
of their shares under the Securities Act. The registration rights will terminate upon
 
the earlier of (i) with respect to
any stockholder party thereto who then holds less than five percent
 
of the then-outstanding common stock in the
Company such time after the completion of the IPO as Rule 144 or another
 
similar exemption under the Securities
Act is available for the sale of all of such stockholder’s shares without
 
limitation during a three-month period
without registration and (ii) four years following the completion of the IPO.
 
We will generally pay
 
the registration
expenses (other than underwriting discounts and selling commissions),
 
including the reasonable fees and
disbursements, not to exceed $50,000 of one counsel, of the holders of the
 
securities registered pursuant to the
registrations described below.
 
S-1 Demand Registration Rights
Certain holders of Class A common
 
stock (including shares received upon conversion of shares of Class B
common stock) are entitled to certain Form S-1 demand registration rights.
 
Beginning 180 days after the date of the
final prospectus relating to the IPO, the holders of a majority of the registrable
 
securities then outstanding may make
a written request that we register the offer and sale of their shares on
 
a registration statement on Form S-1. Such
request for registration must cover at least 30% of the registrable securities then
 
outstanding. We
 
are obligated to
effect only one such registration. If we determine that it would be materially
 
detrimental to us and our stockholders
to effect such a demand registration, we have the right to defer such registration,
 
not more than once in any 12-
month period, for a period of up to 120 days. In addition, we are not required to effect
 
a demand registration during
the period beginning 60 days prior to our good faith estimate of the date of
 
the filing and ending on a date 180 days
following the effectiveness of a registration statement initiated
 
by us. In an underwritten public offering, the
underwriters have the right, subject to specified conditions, to limit the number
 
of shares that such holders may
include for registration.
S-3 Registration Rights
Certain holders of Class A common stock (including shares received
 
upon conversion of shares of Class B
common stock) are entitled to certain Form S-3 demand registration rights.
 
The holders of at least 20% of the
registrable securities then outstanding may make a written request that we register
 
the offer and sale of their shares
33
on a registration statement on Form S-3 if we are eligible to file a registration
 
statement on Form S-3, so long as the
request covers securities the anticipated aggregate offering price
 
of which, net of underwriting discounts, selling
commissions and other selling expenses, is at least $3.0 million. These stockholders
 
may make an unlimited number
of requests for registration on Form S-3. However,
 
we are not required to effect a registration on Form S-3 if we
have effected two such registrations within the 12-month
 
period preceding the date of the request. Additionally,
 
if
we determine that it would be materially detrimental to us and our stockholders
 
to effect such a registration, we have
the right to defer such registration, not more than once in any 12-month
 
period, for a period of up to 120 days.
Further, we are not required to effect
 
a demand registration during the period beginning 30 days prior to our good
faith estimate of the filing of and ending on a date 90 days following the effectiveness
 
of a registration statement
initiated by us. In an underwritten public offering, the underwriters have
 
the right, subject to specified conditions, to
limit the number of shares that such holders may include for registration.
Piggyback Registration Rights
The Registration Rights Agreement provides that if we propose to register
 
the offer and sale of our
common stock under the Securities Act, in connection with the public offering
 
of such common stock, certain
holders of Class A common stock (including shares received upon conversion
 
of shares of Class B common stock)
will be entitled to certain “piggyback” registration rights allowing the holders
 
to include their shares in such
registration, subject to certain marketing and other limitations. As a result, whenever
 
we propose to file a
registration statement under the Securities Act, other than with respect to (i)
 
a registration related to the sale or grant
of securities to our employees or a subsidiary’s
 
employees pursuant to a stock option, stock purchase, equity
incentive or similar plan, (ii) a registration relating to an SEC Rule 145 transaction,
 
(iii) a registration on any
registration form that does not include substantially the same information
 
as would be required to be included in a
registration statement covering the sale of our registrable securities or (iv)
 
a registration in which the only common
stock being offered is common stock issuable upon conversion
 
of debt securities that are also being registered, the
holders of these registrable securities are entitled to notice of the registration and have
 
the right, subject to certain
limitations, to include their shares in the registration. We
 
have the right to terminate or withdraw any registration
initiated pursuant to such “piggyback registration” rights described
 
above before the effective date of such
registration, whether or not any stockholder has elected to include shares of
 
their common stock in such registration.
In an underwritten public offering, the underwriters have
 
the right, subject to specified conditions, to limit the
number of shares that such holders may include for registration.
Financings and Other Transactions
In the past, we and our predecessor entities have also entered into various other financing
 
arrangements,
service agreements and other related party transactions which are summarized
 
below.
Financings
From 2018 through the Reorganization, we borrowed an
 
aggregate of $24.5 million through the issuance of
convertible notes (the “Convertible Notes”) which accrued interest at annual
 
rates ranging from 4.8% to 6%. In
March 2021, in connection with the Reorganization, each
 
Convertible Note that was outstanding immediately prior
to the Reorganization was contributed to the Company and the
 
former holders of the Convertible Notes received
shares of our Series A preferred stock. These issuances included:
a Convertible Note in the amount of $0.5 million issued to an entity affiliated
 
with a family member of Mr.
Reese that was converted into 104,728 shares of Series A preferred stock in
 
connection with the
Reorganization;
Convertible Notes in the aggregate amount of $10.0 million issued to entities affiliated
 
with Mr. James
Chui, a former director, that were converted
 
into 1,958,838 shares of Series A preferred stock in connection
with the Reorganization; and
a Convertible Note in the amount of $2.0 million issued to UBI that was converted
 
into 384,410 shares of
Series A preferred stock in connection with the Reorganization.
vaxxdef14ap42i0
 
34
From December 2018 to September 2019, we borrowed an aggregate of
 
$2.0 million from Ms. Hu,
Mr. Reese and an entity affiliated
 
with both of them (the “Related Note”). The initial $1.5 million tranche
 
closed in
December 2018 and the remaining two tranches closed in 2019. The Related Note
 
accrued interest at an annual rate
of 5%. In March 2021, in connection with the Reorganization,
 
the Related Note was contributed to the Company and
the entity affiliated with Ms. Hu and Mr.
 
Reese received 422,696 shares of Series A preferred stock in the Company.
In November 2019, we borrowed $0.1 million from Ms. Hu (the “Executive
 
Note”). No formal loan
agreement was executed for the Executive Note. However,
 
the Company has elected to accrue interest at an annual
rate of 5%, consistent with the terms and conditions of the Convertible
 
Notes and the Related Note, which was the
closest benchmark the Company could evaluate. We
 
repaid the Executive Note in August 2021.
Subsequent to the Reorganization, we continued to finance our
 
operations through the issuance of
15,365,574 shares of our Series B preferred stock at a purchase price of $8.00 per
 
share, for aggregate consideration
of $122.9 million. Prime Movers purchased 5,625,000 shares of our Series B preferred
 
stock for an aggregate of
$45 million.
Original UBI Licenses
In October 2014, we entered into a contribution agreement with UBI, pursuant
 
to which UBI assigned to us
certain patents and know-how directed to peptide vaccines for the prevention
 
and treatment of Alzheimer’s disease,
which we utilize in our UB-311 anti-A
 
product candidate. In consideration for the rights assigned to UNS by UBI,
UNS issued shares of its voting stock to UBI. In April 2020, we entered into a license
 
agreement with UBI and
certain of its affiliates pursuant to which we obtained an exclusive,
 
worldwide, sublicensable (subject to certain
restrictions), fully paid-up, royalty-free license under certain patent
 
rights and know-how to research, develop,
make, utilize, import, market, distribute, sell, commercialize and otherwise exploit
 
products and services for all
diagnostic, prophylactic and therapeutic uses and indications in humans
 
in the field of all coronaviruses. The
licenses granted under these two agreements (collectively,
 
the “Original UBI Licenses”) were terminated in
connection with our entry into the Platform License Agreement discussed above
 
.
Participation in the IPO
On November 15, 2021, we issued an aggregate of 6,000,000 shares of our
 
Class A common stock in our
IPO at a public offering price of $13.00 per share. On November
 
18, 2021, we issued an additional 537,711 shares
of Class A common stock at the public offering price pursuant to a
 
30-day option granted to the underwriter to
purchase additional shares of Class A common stock. Certain of our related parties
 
participated in the IPO. The
following table sets forth the aggregate number of shares issued to
 
these related parties in the IPO:
 
Participant
Class A Common Stock Purchased in the IPO
Gregory R. Blatt
(1)(2)
76,675
Peter Diamandis
(1)
76,675
(1)
Acquired indirectly through Bald Eagle IV LLC.
 
(2)
Mr. Blatt is a former director of the Company.
Airplane Lease
In June 2020, the Company entered into a dry lease agreement with a holding company
 
owned by Ms. Hu
and Mr. Reese pursuant to which the
 
Company
 
may lease the plane from the holding company,
 
as needed for
business purposes, at an hourly rate of approximately $2,000 per flight
 
hour, which rate was determined by an
independent third-party management company to be the fully-loaded
 
cost of operating the plane. During the years
35
ended December 31, 2022 and 2021, total costs incurred by the Company under this agreement
 
were approximately
$0 and $0.1 million, respectively.
 
Exchange of Options
In August 2021, we canceled existing options to purchase 3,370,620
 
and 2,991,835 shares of our Class A
common stock held by Ms. Hu and Mr.
 
Reese, respectively, in exchange
 
for an equal number of options to purchase
shares of our Class B common stock. The new options to purchase shares of
 
our Class B common stock were issued
with exercise prices equal to the fair value of our Class B common stock on
 
the new grant date, which was a higher
exercise price than the options that were canceled.
 
For additional information, see Note 14 to our consolidated
financial statements included in the Annual Report.
Related Party Guaranty
In June 2020, COVAXX
 
entered into a note payable agreement (the “2025 Note”) for the acquisition
 
of an
airplane. The 2025 Note is secured by the airplane and personally guaranteed
 
by Ms. Hu and Mr. Reese.
Prime Movers Lab Fund I, LLC
Prime Movers is a holder of more than 5% of our capital stock. Prime Movers also had
 
board representation
at the Company prior to the IPO. In 2021, Prime Movers purchased 5,625,000
 
shares of our Series B preferred stock
for an aggregate of $45 million. Concurrently with the closing of the IPO, our Series B preferred
 
stock was
automatically converted into shares of our Class A common stock.
Advisor Agreement
On February 5, 2021 UNS entered into an advisor agreement with High Express
 
Holdings Limited (“High
Express”).
 
James Chui, one of our former directors, is President and CEO of High Express. The advisor
 
agreement
was entered into primarily to engage High Express to advise and assist UNS with business
 
and financing strategies,
and High Express provided those services to the Company throughout 2021.
 
As consideration under the agreement.
UNS issued 3,276,776 shares of UNS common stock to High Express.
Limitations of Liability and Indemnification Matters
Section 102(b)(7) of the
 
Delaware General Corporation Law
 
permits a corporation to
 
provide in its
 
certificate
of
 
incorporation
 
that
 
a director
 
or officer
 
of the
 
corporation
 
shall
 
not be
 
personally
 
liable to
 
the corporation
 
or its
stockholders for monetary damages for any breach of fiduciary duty as a director of
 
officer, except for liability of:
a
 
director
 
or
 
officer
 
for
 
any
 
breach
 
of
 
the
 
director’s
 
or
 
officer’s
 
duty
 
of
 
loyalty
 
to
 
the
 
corporation
 
or
 
its
stockholders;
a director or
 
officer for any
 
act or omission not
 
in good faith or
 
which involves intentional
 
misconduct or a
knowing violation of law;
a
 
director
 
for
 
unlawful
 
payments
 
of
 
dividends
 
or
 
unlawful
 
stock
 
repurchases,
 
redemptions
 
or
 
other
distributions;
a
 
director
 
or
 
officer
 
for
 
any
 
transaction
 
from
 
which
 
the
 
director
 
or
 
officer
 
derived
 
an
 
improper
 
personal
benefit; or
an officer in any action by or in the right of the corporation.
36
The
 
Charter
 
provides
 
for
 
such
 
limitation
 
of
 
liability
 
with
 
respect
 
to
 
directors
 
of
 
the
 
corporation.
 
Such
limitation
 
of
 
liability
 
does
 
not
 
apply
 
to
 
liabilities
 
arising
 
under
 
federal
 
securities
 
laws
 
and
 
does
 
not
 
affect
 
the
availability of equitable remedies such as injunctive relief or rescission.
The Bylaws provide for indemnification, to the fullest extent permitted by the DGCL,
 
of any person made or
threatened
 
to be
 
made
 
a
 
party to
 
any
 
action,
 
suit or
 
proceeding
 
by reason
 
of
 
the fact
 
that such
 
person
 
is or
 
was a
director, officer,
 
employee or agent of the Company, or, at the request of the Company,
 
serves or served as a director,
officer, employee or agent
 
of another corporation
 
or of
 
a partnership, joint
 
venture, trust or
 
any other enterprise,
 
against
all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with
 
the
defense
 
or
 
settlement
 
of
 
such
 
action,
 
suit
 
or
 
proceeding.
 
We
 
have
 
entered
 
and
 
expect
 
to
 
continue
 
to
 
enter
 
into
agreements to indemnify
 
our directors and
 
executive officers. With
 
certain exceptions,
 
these agreements provide
 
for
indemnification for
 
related expenses including
 
attorneys’ fees, judgments,
 
fines and settlement
 
amounts incurred
 
by
any of these
 
individuals in connection
 
with any action,
 
proceeding or investigation.
 
We
 
believe that the
 
Charter and
Bylaws provisions
 
and indemnification
 
agreements are
 
necessary to
 
attract and
 
retain qualified
 
persons as
 
directors
and officers. We
 
also maintain customary directors’ and officers’ liability insurance.
The
 
limitation
 
of
 
liability
 
and
 
indemnification
 
provisions
 
in
 
our
 
Charter
 
and
 
Bylaws
 
may
 
discourage
stockholders from bringing a lawsuit against our
 
directors for breach of their fiduciary
 
duty. They may also reduce the
likelihood of derivative litigation against our
 
directors and officers, even though an
 
action, if successful, might benefit
us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the
costs of settlement and damage awards against directors and officers as required by these indemnification provisions.
Insofar
 
as
 
indemnification
 
for
 
liabilities
 
arising
 
under
 
the
 
Securities
 
Act
 
may
 
be
 
permitted
 
for
 
directors,
executive
 
officers
 
or
 
persons
 
controlling
 
us,
 
we
 
have
 
been
 
informed
 
that,
 
in
 
the
 
opinion
 
of
 
the
 
SEC,
 
such
indemnification is against public policy as expressed in the Securities Act and is therefore
 
unenforceable.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
37
PROPOSAL NO. 2 RATIFICATION
 
OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
 
FIRM
Appointment of Independent Registered Public Accounting Firm
The audit committee appoints our independent registered public accounting
 
firm. In this regard, the audit
committee evaluates the qualifications, performance and independence
 
of our independent registered public
accounting firm and determines whether to re-engage our current firm. As part
 
of its evaluation, the audit committee
considers, among other factors, the quality and efficiency of the
 
services provided by the firm, including the
performance, technical expertise, industry knowledge and experience
 
of the lead audit partner and the audit team
assigned to our account; the overall strength and reputation of the firm; the
 
firm’s global capabilities relative to our
business; and the firm’s knowledge
 
of our operations. Armanino LLP has served as the independent registered
public accounting firm for the Company and our predecessor entities since 2020
 
.
 
Neither the accounting firm nor
any of its members has any direct or indirect financial interest in or any connection
 
with us in any capacity other
than as our auditors and providing audit and permissible non-audit
 
related services. Upon consideration of these and
other factors, the audit committee has appointed Armanino LLP to serve
 
as our independent registered public
accounting firm for the fiscal year ending December 31, 2023.
Although ratification is not required by our Bylaws or otherwise, the board
 
of directors is submitting the
appointment of Armanino LLP to our stockholders for ratification because
 
we value our stockholders’ views on the
Company’s independent registered
 
public accounting firm and it is a good corporate governance practice. If our
stockholders do not ratify the selection, it will be considered as notice to
 
the board of directors and the audit
committee to consider,
 
in its discretion, the appointment of a different firm. Even if the appointment
 
is ratified, the
audit committee, in its discretion, may select a different independent
 
registered public accounting firm at any time
during the year if it determines that such a change would be in the best interests of the
 
Company and its
stockholders.
Representatives of Armanino LLP are expected to attend the Annual Meeting
 
and they will have an
opportunity to make a statement if they so desire and be available to respond
 
to appropriate questions from
stockholders.
Audit, Audit-Related, Tax and All Other Fees
The following table sets forth the aggregate fees billed by Armanino LLP,
 
our independent registered
public accounting firm, for professional services rendered with respect
 
to each of the last two fiscal years:
 
Year
 
Ended December 31,
 
2022
2021
Audit Fees
(1)
$597,412
$902,126
Tax Fees
(2)
20,105
45,139
All Other Fees
(3)
6,619
 
Total
$617,517
$953,884
(1)
Audit fees consist of fees for the audit of our annual
 
financial statements, the review of our interim
 
financial statements and other
professional fees. These audit fees also include professional
 
services provided in connection with our IPO incurred
 
during the fiscal year
ended December 31, 2021.
(2)
Tax fees consist of fees for tax advisory and compliance services.
(3)
All other fees consist of other professional services, including
 
valuation services.
38
Auditor Independence
In 2022, there were no other professional services provided by Armanino
 
LLP,
 
other than those listed
above, that would have required the audit committee to consider their
 
compatibility with maintaining the
independence of Armanino LLP.
Pre-Approval Policies and Procedures
The above-described services provided to us by Armanino
 
LLP were provided in accordance with the
policies and procedures set forth in the formal written charter for the audit committee.
 
The charter for the audit
committee requires that the audit committee pre-approve all audit services
 
to be provided to us, whether provided by
our principal auditor or other firms, and all other services (review,
 
attest and non-audit) to be provided to us by our
independent registered public accounting firm.
On an annual basis, the audit committee reviews with the independent
 
registered accounting firm and
management the plan and scope of the auditor’s proposed
 
annual financial audit and quarterly reviews, including the
procedures to be used and the auditor’s compensation.
 
The audit committee also pre-approves audit, non-audit, and
any other services to be provided by the auditor in accordance with any policies adopted
 
by the audit committee.
Board Recommendation
The Board of Directors unanimously recommends a vote
FOR
 
the ratification of the appointment of
Armanino LLP as the independent registered public accounting firm of
 
the Company for the fiscal year ending
December 31, 2023, and proxies solicited by the Board of Directors will be voted
 
in favor of such ratification unless
a stockholder indicates otherwise on this Proxy Statement. The affirmative
 
vote of a majority of shares present in
person or represented by proxy at the Annual Meeting is required to ratify the
 
appointment of the independent
registered public accounting firm.
Audit Committee Report
The audit committee of the board of directors, which consists entirely of
 
directors who meet the
independence and experience requirements of The Nasdaq Stock Market,
 
has furnished the following report:
Management is responsible for the preparation, presentation and integrity
 
of the Company’s financial
statements, the appropriateness of accounting principles and financial
 
reporting policies and for establishing and
maintaining our internal control over financial reporting. The independent
 
registered public accounting firm is
responsible for auditing our financial statements and expressing an opinion
 
as to their conformity with U.S.
generally accepted accounting principles. The audit committee is responsible
 
for monitoring and overseeing these
processes.
In the performance of its oversight function, the audit committee reviewed
 
and discussed with management
and Armanino LLP,
 
as the Company’s independent registered
 
public accounting firm, the Company’s
 
audited
financial statements for the fiscal year ended December 31, 2022. The audit committee
 
also discussed with the
Company’s independent registered
 
public accounting firm the matters required to be discussed by the applicable
requirements of the Public Company Accounting Oversight Board
 
(the “PCAOB”) and the SEC for communications
with audit committees. In addition, the audit committee received and reviewed
 
the written disclosures and the letter
from the Company’s independent
 
registered public accounting firm regarding its independence as required
 
by
applicable requirements of the PCAOB, regarding such independent registered
 
public accounting firm’s
communications with the audit committee, and further discussed with the Company’s
 
independent registered public
accounting firm their independence from the Company and any relationships
 
that may impact their objectivity and
independence.
Based upon the audit committee’s
 
review of the audited financial statements and discussions with
management and Armanino LLP described in the preceding paragraph,
 
the audit committee recommended to the
board of directors that the Company’s
 
audited financial statements be included in its Annual Report on Form 10-K
for the fiscal year ended December 31, 2022 for filing with the SEC.
39
Submitted by the Audit Committee of the Company’s
 
Board of Directors:
George Hornig (Chair)
 
Peter Diamandis
Katherine Eade
James Smith
STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINATIONS
Stockholders who intend to have a proposal considered for inclusion in our
 
proxy materials for presentation
at the 2024
 
Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must submit
 
the proposal to our
General Counsel and Secretary at our offices at 505 Odyssey Way,
 
Merritt Island, FL 32953, in writing not later
than January 2, 2024.
Stockholders intending to present a proposal at our 2024 Annual Meeting,
 
but not to include the proposal in
our proxy statement, or to nominate a person for election as a director,
 
must comply with the requirements set forth
in our Bylaws. Our Bylaws require, among other things, that a stockholder’s
 
notice for the nomination of persons for
elections to the board of directors must be delivered to our Corporate Secretary
 
proper written form not less than 90
days and not more than 120 days prior to the first anniversary of the preceding year’s
 
annual meeting of
stockholders. Therefore, we must receive notice of such a proposal or nomination
 
for the 2024 Annual Meeting no
earlier than February 21, 2024
 
and no later than March 22, 2024. The notice must contain the information
 
required
by our Bylaws. In the event that the date of the 2024 Annual Meeting is not scheduled
 
to be held within a period that
commences 30 days before such anniversary date and ends 30 days after such
 
anniversary date, such stockholder’s
notice must be delivered by the later of the 10
th
 
day following the day on which public disclosure of the date of such
meeting is first made by us and the date which is 90 days prior to the 2024
 
Annual Meeting. SEC rules permit
management to vote proxies in its discretion in certain cases if the stockholder
 
does not comply with this deadline
and, in certain other cases notwithstanding the stockholder’s compliance
 
with this deadline.
We reserve the
 
right to reject, rule out of order or take other appropriate action with
 
respect to any proposal
that does not comply with these or other applicable requirements.
In connection with our solicitation of proxies for our 2024 annual meeting
 
of stockholders, we intend to file
a proxy statement with the SEC. Stockholders may obtain our proxy statement (and
 
any amendments and
supplements thereto) and other documents as and when filed with the SEC without
 
charge from the SEC’s website
at: www.sec.gov.
In addition to satisfying the foregoing requirements under our Bylaws, to comply
 
with the universal proxy
rules, stockholders who intend to solicit proxies in support of director nominees
 
other than the Company’s nominees
must provide notice that sets forth the information required by Rule 14a
 
-19 of the Exchange Act no later than
April 21, 2024.
 
HOUSEHOLDING
SEC rules permit companies and intermediaries such as brokers to satisfy delivery
 
requirements for proxy
materials with respect to two or more stockholders sharing the same address
 
by delivering a single copy of the proxy
materials addressed to those stockholders. This process, which is commonly
 
referred to as “householding,” provides
cost savings for companies and helps the environment by conserving
 
natural resources. Some brokers household
proxy materials, delivering a single proxy statement or notice to multiple stockholders
 
sharing an address unless
contrary instructions have been received from the affected
 
stockholders. Once you have received notice from your
broker that they will be householding materials to your address, householding
 
will continue until you are notified
otherwise or until you revoke your consent. If, at any time, you no longer wish
 
to participate in householding and
would prefer to receive a separate proxy statement or notice, or if your household
 
is receiving multiple copies of
these documents and you wish to request that future deliveries be limited to a single copy,
 
please notify your broker.
You
 
can also request prompt delivery of a copy of the proxy materials by contacting AST
 
by phone at (888)
 
776-
 
40
9962,
 
by email at info@astfinancial.com or through their website at
https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials
 
.
2022
 
ANNUAL REPORT
Our 2022 Annual Report, including our Annual Report on Form 10-K
 
for the fiscal year ended
December 31, 2022, is being mailed with this Proxy Statement to those stockholders
 
that receive this Proxy
Statement in the mail. Stockholders can also access our 2022
 
Annual Report, including our Annual Report on
Form 10-K for the fiscal year ended December 31, 2022, at http://www.astproxyportal.com/ast/24848/
 
.
Our Annual Report on Form 10-K for the fiscal year ended December 31,
 
2022 has also been filed
with the SEC. It is available free of charge at the SEC’s
 
website at www.sec.gov.
 
Upon written request by a
stockholder,
 
we will mail without charge a copy of our Annual Report on Form 10-K, including the
 
financial
statements and financial statement schedules, but excluding exhibits. Exhibits to
 
the Annual Report on Form
10-K are available upon payment of a reasonable
 
fee, which is limited to our expenses in furnishing the
requested exhibit. All requests should be directed
 
to the General Counsel and Secretary,
 
Vaxxinity,
 
Inc., 505
Odyssey Way,
 
Merritt Island, FL 32953.
Your
 
vote is important.
Please promptly vote your shares by completing, signing, dating and returning
 
your proxy
card or by Internet or telephone voting as described on your proxy card.
 
By Order of the Board of Directors
 
 
 
/s/ René Paula Molina
 
René Paula Molina
 
General Counsel and Secretary
Merritt Island, FL
April 28, 2023
, by filing with the Corporate Secretary of the Company, at the address
 
set forth above, a written notice of revocation bearing a later
 
date than the proxy card being revoked, or by voting the common
 
stock covered thereby in person at the Annual Meeting. 1.1 (Continued
 
and to be signed on the reverse side) 14 475
vaxxdef14ap49i0
41
Please sign, date and mail your proxy card in the envelope provided as
 
soon as possible. Please detach along perforated line and mail in the
 
envelope provided. 20930000000000001000 2 062023 THE BOARD
 
OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES"
 
IN THE ELECTION OF DIRECTORS UNDER PROPOSAL
 
1 HND "FOR" PROPOSAL 2. PLEASE SIGN, DATE AND
 
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
 
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS
 
SHOWN HERE 1. Election of Directors: FOR ALL NOMINEES
 
WTIH HOL 0 AUTHORITY FOR ALL NOMINEES FORALL
 
EXCEPT (Se? irtsrusoris Wo*) NOMINEES: O Louis
 
Reese O Mei Mei Hu O Katherine Eade O Landon Ogilvie O James
 
Smith O Gabrielle (Gaby) Toledano O Peter Diamandis O George
 
Hornig O Peter Powchik INSTRUCTIONS: To withhold
 
authority to vote for any individual nominee(s), mark “FOR ALL
 
EXCEPT” and fill in the circle next to each nominee you wish to withhold,
 
as shown here: To change the address on
your account please check the box at right and indicate your new address
 
in the address space above. Please note that changes to the registered
 
name(s) on the account may not be submitted via this method. FOR
 
AGAINST ABSTAIN 2. Ratification of the Audit Committee’s
 
appointment of Armanino LLP to serve as the independent registered
 
public accounting firm of the Company for the fiscal year
 
ending December 31, 2023. NOTE: In their discretion, proxies are
 
authorized to vote upon such other business as may properly come before
 
the meeting or any postponement or adjournment of the meeting. MARK
 
“X" HERE IF YOU PLAN TO ATTEND THE MEETING.
 
Date: Signature of Stockholder Date: Signature of Stockholder
 
Note: Please sign exactly as your name
 
or names appear on this Proxy. When shares are held jointly,
 
each holder should sign. When signing as executor, administrator,
 
attorney, trustee or guardian, please give full title as such. If
 
the signer is a corporation, please sign full corporate name by duly
 
authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
 
vaxxdef14ap50i0
42
ANNUAL MEETING OF STOCKHOLDERS OF VAXXINITY,
 
INC. June 20, 2023 PROXY VOTING INSTRUCTIONS INTERNET
 
- Access “www.voteproxy.com" and follow the on-screen
 
instructions or scan the QR code with your smartphone. Have
 
your proxy card available when you access the web page. Vote
 
online until 11:59 PM EST the day before the meeting. MAIL - Sign,
 
date and mail your proxy card in the envelope provided as soon
 
as possible. VIRTUALLY AT THE MEETING
 
- The company will be hosting the meeting live via the Internet. To
 
attend the meeting via the Internet, please visit https://web.lumiagm.com/284047551
 
(password: vaxxinity2023) and be sure to have your control number
 
available. GO GREEN - e-Consent makes it easy to go paperless. With
 
e-Consent, you can quickly access your proxy materials,
 
statements and other eligible documents online, while reducing
 
costs, clutter and paper waste. Enroll today via www.astfinancial.com
 
to enjoy online access. COMPANY NUMBER ACCOUNT
 
NUMBER NOTICE OF INTERNET
AVAILABILITY OF PROXY MATERIALS:
 
The Notice of Annual Meeting, Proxy Statement and Annual Report
 
are available at http://www.astproxyportal.com/ast/24848
 
Please detach along perforated line and mail in the envelope provided
 
]F you are not voting via the Internet. 20930000000000001000
 
2 062023 THE BOARD OF DIRECTORS RECOMMENDS A VOTE
 
"FOR ALL NOMINEES” IN THE ELECTION OF DIRECTORS UNDER
 
PROPOSAL 1 AND "FOR” PROPOSAL 2. PLEASE SIGN, DATE
 
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
 
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS
 
SHOWN HERE 1. Election of Directors: FOR ALL NOMINEES WITHHOLD
 
AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT
 
(See instructions belcw) NOMINEES: O Louis Reese O Mei
 
Mei Hu O Katherine Eade O Landon Ogilvie O James Smith
 
O Gabrielle (Gaby) Toledano O Peter Diamandis O George
 
Hornig O Peter Powchik INSTRUCTIONS: To withhold
 
authority to vote for any individual nominee(s), mark
“FOR ALL EXCEPT” and fill in the circle next to each nominee
 
you wish to withhold, as shown here: To change the address on yo
 
ur account please check the box at right and indicate your new address
 
in the address space above. Please note that changes to the registered
 
name(s) on the account may not be submitted via this method.
 
FOR AGAINST ABSTAIN 2. Ratification of the Audit Committee’s
 
appointment of Armanino LLP to serve as the independent registered
 
public accounting firm of the Company for the fiscal year
 
ending December 31, 2023. NOTE: In their discretion, proxies are
 
authorized to vote upon such other business as may properly come before
 
the meeting or any postponement or adjournment of the meeting.
 
MARK “X" HERE IF YOU PLAN TO ATTEND THE MEETING.
 
Signature of Stockholder Date: Signature of Stockholder Date:
 
Note: Please sign exactly as your name or names appear on this
 
Proxy. When shares
 
are held jointly, each holder should sign. When signing as executor,
 
administrator, attorney, trustee or guardian, please
 
give full title as such.
If the signer is a corporation, please sign full corporate name by duly
 
authorized officer, giving full title as such. If signer
 
is a partnership, please sign in partnership name by authorized person.
 
vaxxdef14ap51i0
43
VAXXINITY, INC. Annual Meeting of Shareholders
 
June 20, 2023, 10:00 AM (Eastern Time) This proxy is solicited
 
by the Board of Directors The undersigned hereby appoints Mei
 
Mei Hu and René Paula Molina, and each of them, as proxies, with full
 
power of substitution, and hereby authorizes each of them to represent
 
and vote, as designated below, all shares of the common
 
stock of Vaxxinity, Inc., a Delaware corporation
 
(the “Company"), held of record by the undersigned on April 21,
 
2023 at the Annual Meeting of Shareholders (the “Annual Meeting")
 
to be held virtually via live webcast at https://web.lumiagm.com/284047551
 
(password: vaxxinity2022), on Tuesday, June 20, 2023, at 10:00
 
a.m., Eastern Time, or at any adjournment or postponement
 
thereof, upon the matters set forth below, all in accordance
 
with and as more fully described in the accompanying Notice of Annual Meeting
 
and Proxy Statement, receipt of which is hereby acknowledged.
 
This proxy card, when properly executed, will be voted in the
 
manner directed herein. If no such direction is made, this
proxy will be voted in accordance with the Board of Directors’ recommendations,
 
as indicated on the reverse side, and in the discretion of the
 
proxies upon such other matters as may properly come before
 
the Annual Meeting. The undersigned shareholder may revoke this proxy
 
card at any time before it is voted at the Annual Meeting by executing
 
and returning a proxy card bearing a later date by mail, by
 
voting via the Internet, by filing with the Corporate Secretary
 
of the Company, at the address set forth above, a written notice of
 
revocation bearing a later date than the proxy card being revoked,
 
or by voting the common stock covered thereby in person
 
at the Annual Meeting. 1-1 (Continued and to be signed on
 
the reverse side) 14475