VBIV VBI Vaccines Inc

PROXY STATEMENT

FOR THE 2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

VBI Vaccines Inc.

222 Third Street, Suite 2241

Cambridge, MA 02142

PROXY STATEMENT

FOR THE 2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 13, 2019

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

Our official Notice of Annual Meeting of Shareholders, proxy statement (the “Proxy Statement”), and our Annual Report on Form 10-K for the year ended December 31, 2018 (the “Annual Report”) are available at www.materials.proxyvote.com/91822J

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of VBI Vaccines Inc. (which may be referred to in this Proxy Statement as the “Company,” “VBI,” “we,” “us,” or “our”) to be voted at the 2019 annual general meeting (the “Annual Meeting”) of the holders of the common shares of the Company (the “Common Shares”) to be held on June 13, 2019, at 1:00 p.m., Eastern Time, at the offices of the Company, located at 222 Third St., Suite 2240, Cambridge, MA 02142.

Our Board has fixed the close of business on April 23, 2019 (the “Record Date”) as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponements thereof. This Proxy Statement and accompanying form of proxy are expected to be first sent or given to Shareholders on or about April 29, 2019.

In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), unless otherwise requested by a particular shareholder, we are mailing to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) instead of a paper copy of the proxy materials and providing shareholders access to the proxy materials for the Annual Meeting over the Internet, which we believe allows us to provide our shareholders with the information they need in a timely manner while reducing the environmental impact and costs associated with our Annual Meeting.

Accordingly, if you are a shareholder of record (meaning those persons whose names appear on the records of the Company as a registered holder of Common Shares, each a “Registered Shareholder”), and you did not previously request proxy materials be sent to you via e-mail, a one-page Notice of Internet Availability has been mailed to you on or about April 29, 2019. Registered Shareholders may access the proxy materials on the website www.materials.proxy.com/91822J or request a printed set of the proxy materials be sent to them by following the instructions in the Notice of Internet Availability. The Notice of Internet Availability also explains how you may request that we send future proxy materials to you by e-mail or in printed form by mail. If you choose the e-mail option, you will receive an e-mail next year with links to those materials and to the proxy voting site should you remain a shareholder of record at that time. We encourage you to choose this e-mail option, which will allow us to provide you with the information you need in a more-timely manner while also helping us to conserve natural resources and save the cost of printing and mailing documents to you. Your election to receive proxy materials by e-mail or in printed form by mail will remain in effect until you terminate it.

In this Proxy Statement, references to “Beneficial Shareholders” means shareholders who do not hold Common Shares in their own name; “Intermediaries” refers to brokers, investment firms, clearing houses and similar entities that hold securities on behalf of Beneficial Shareholders. For more information, please refer to the question 10 in the “About the Meeting: Questions and Answers and Procedural Matters” section below.

If you are a Beneficial Shareholder and received Annual Meeting materials, you did not receive these materials directly from us; instead, your Intermediary forwarded you a notice with instructions on accessing our proxy materials and directing that Intermediary on how to vote your Common Shares, as well as other options that may be available to you for receiving our proxy materials.

About The Meeting: Questions and Answers AND PROCEDURAL MATTERS

1. What is a proxy?

A proxy is a person you appoint to vote, or withhold a vote, on your behalf in accordance with your instructions as a Registered Shareholder or a Beneficial Shareholder. If you specify a choice with respect to any matter to be acted upon, the proxy will vote accordingly. If you are a Registered Shareholder and you submit your proxy to us by using any of the methods described below in question 13, “ How can I vote my Common Shares without attending the Annual Meeting ?”, you will be appointing Jeffrey Baxter, our President and Chief Executive Officer, or, failing him, Nell Beattie, our Chief Business Officer, as your proxy (together, the “Management Proxyholders”). The Management Proxyholders will have the authority to appoint a substitute to act as proxy. If you are unable to attend the Annual Meeting, please vote by proxy so that your Common Shares may be voted.

You also have the right to appoint a person other than the Management Proxyholders to represent you at the Annual Meeting by striking out the names of the Management Proxyholders in the accompanying form of proxy and by inserting the desired proxyholder’s name in the blank space provided. A proxyholder need not be a shareholder.

2. What is a proxy statement?

A proxy statement is a document provided by the Company to you, as required by SEC regulations, when we ask you to sign a proxy card to vote your stock at the Annual Meeting.

3. Why am I receiving these proxy materials?

As of the Record Date, April 23, 2019, you were a registered shareholder or beneficial owner of VBI Vaccines Inc. We have made the proxy materials available, either on the Internet or in printed form, to all shareholders on record. We do this in order to solicit voting proxies for use at our Annual Meeting to be held on June 13, 2019, at 1:00 p.m., Eastern Time, and at any adjournment or postponement thereof. If you are a Registered Shareholder and you submit your proxy to us, you direct the Management Proxyholders to vote your Common Shares in accordance with the voting instructions in your proxy. If you are a Beneficial Shareholder and received Annual Meeting materials through your Intermediary and you follow the voting instructions provided in the notice you receive from your Intermediary, you direct such Intermediary to vote your Common Shares in accordance with your instructions. These proxy materials are being made available or distributed to you on or about April 29, 2019. As a shareholder, you are invited to attend the Annual Meeting and we request that you vote on the proposals described in this Proxy Statement.

4. What proposals will be voted on at the Annual Meeting?

The proposals to be voted on by the holders of our common shares as of the Record Date at the Annual Meeting are:

5. What is the record date and what does it mean?

The record date is a date identified by the Board such that only registered holders of Common Shares on that date are entitled to notice of and to vote at the Annual Meeting. The record date for our 2019 Annual Meeting is the close of business on April 23, 2019 (the “Record Date”). The Record Date was established by the Board as required by the Business Corporations Act (British Columbia) (the “ BCBCA ”). On the Record Date, 97,661,887 Common Shares were issued and outstanding.

6. Who is entitled to vote at the Annual Meeting?

Holders of Common Shares at the close of business on the Record Date may vote at the Annual Meeting.

7. Can I attend the Annual Meeting?

You may attend the Annual Meeting if you were a Registered Shareholder or a Beneficial Shareholder as of the Record Date. You will be asked to show photo identification and the following:

We will not be able to accommodate guests without proper evidence of Common Share ownership as of the Record Date at the Annual Meeting, including guests of our shareholders.

8. When is the Annual Meeting?

This year, the Annual Meeting will be held on June 13, 2019. Check-in and seating for the Annual Meeting starts at 12:45 p.m., Eastern Time. The Annual Meeting will begin promptly at 1:00 p.m., Eastern Time. Please leave ample time for the check-in procedures.

9. Where is the Annual Meeting?

This year, the Annual Meeting will be held at the offices of the Company, located at 222 Third St., Suite 2240, Cambridge, MA 02142.

10. What is the difference between holding Common Shares as a Registered Shareholder or as a Beneficial Shareholder?

You are a Registered Shareholder if : Common Shares are registered directly in your name on the share register of the Company, which is maintained and kept by the Company’s transfer agent, Computershare Trust Company of Canada. If you are a Registered Shareholder, we have sent the Notice of Internet Availability directly to you. As a Registered Shareholder, you may grant your voting proxy directly to the Company or to a third party, or you may vote in person at the Annual Meeting.

You are a Beneficial Shareholder if: Common Shares are listed in an account statement provided to you by an Intermediary, where in almost all cases those Common Shares will not be registered in your name on the share register of the Company. Such Common Shares will more likely be registered in the name of your Intermediary or an agent of your Intermediary.

If you are a Beneficial Shareholder, you did not receive a Notice of Internet Availability directly from the Company, but your Intermediary forwarded you a notice together with voting instructions (a “VIF”) for directing the Intermediary on how to vote your Common Shares. As a Beneficial Shareholder, you may also attend the Annual Meeting, but because a Beneficial Shareholder is not a Registered Shareholder, you may not vote in person at the Annual Meeting unless you obtain a “legal proxy” as set forth in the VIF from your Intermediary, which will grant you or your nominee the right to attend and vote at the Annual Meeting.

Beneficial Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Company are referred to as “non-objecting beneficial owners” (“NOBOs”). Those non-registered holders who have objected to their intermediary disclosing ownership information about themselves to the Company are referred to as “objecting beneficial owners” (“OBOs”).

For NOBOs , the Company is not sending the Notice of Internet Availability directly to NOBOs in connection with the Annual Meeting, but rather has distributed copies of the Notice of Internet Availability (and where specifically requested, the printed proxy materials) to Intermediaries for distribution to NOBOs.

For OBOs, the Company does not intend to pay for Intermediaries to deliver the Notice of Internet Availability (and where specifically requested, the printed proxy materials) and Form 54-101F7 – Request for Voting Instructions Made by Intermediary to OBOs. As a result, OBOs will not receive the Annual Meeting materials unless their Intermediary assumes the costs of delivery.

11. How many votes do I have?

Each Common Share of VBI has one vote. The number of votes you have corresponds to the number of Common Shares of VBI you owned at the close of business on the Record Date, pursuant to the rights of our shareholders contained in our organizational documents. Each vote may be voted on each matter to be voted upon at the Annual Meeting. VBI’s Common Shares are its only outstanding class of shares.

12. How can I vote my Common Shares in person at the Annual Meeting?

If you are a Registered Shareholder , you may vote your Common Shares in person at the Annual Meeting.

If you are a Beneficial Shareholder , you may vote your Common Shares in person at the Annual Meeting only if you obtain a “legal proxy” from your Intermediary, giving you the right to vote the Common Shares. Even if you plan to attend the Annual Meeting, we recommend that you also direct the voting of your Common Shares by proxy as described below in the question 13, so that your vote will be counted even if you later decide not to attend the Annual Meeting.

13. How can I vote my Common Shares without attending the Annual Meeting?

If you are a Registered Shareholder , you may vote your Common Shares without attending the Annual Meeting. Registered Shareholders may vote in any of the three ways listed below, but in each case, your vote must be received by the Company by 4:00 p.m., Eastern Time, on June 11, 2019 , being two business days before the Annual Meeting:

If you are a Beneficial Shareholder , you should carefully follow the specific instructions noted on the VIF in order to ensure that your Common Shares are voted at the Annual Meeting.

If you complete all of the proxy card except one or more of the voting instructions, then the designated proxies will vote your shares as to which you provide no voting instructions in the manner described under “What is the effect of not casting a vote or if I submit a proxy but do not specify how my Common Shares are to be voted?” below.

14. What is the quorum requirement for the business to be conducted at the Annual Meeting?

A quorum of shareholders is necessary to hold a valid Annual Meeting. Under the Company’s Articles, the quorum for the transaction of business at a meeting of shareholders is two shareholders, or one or more proxyholders representing two members, or one member and a proxyholder representing another member. Notwithstanding the quorum provisions of the Company’s Articles, pursuant to the rules of the NASDAQ Stock Market LLC (“NASDAQ”), the Company is required to have a minimum quorum of at least one third of the outstanding shares represented by shareholders present at the Annual Meeting or by proxy. On the Record Date, there were 97,661,887 shares outstanding and entitled to vote. Thus 32,553,962 shares must be represented by shareholders present at the Annual Meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker) or you vote in person at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.

If within one-half hour from the time set for the Annual Meeting, a quorum is not present, the Annual Meeting stands adjourned to the same day in the next week at the same place.

15. What vote is required to approve each proposal?

Proposal 1: Election of Directors . For an uncontested election, the affirmative vote of the holders of Common Shares having a majority of the votes cast by the holders of all Common Shares present or represented by proxy and voting on such matter will be required to elect each nominee as a director. The Majority Voting Policy (as discussed in the section below titled “ Proposal 1 – Election of Directors ”) provides that, at a meeting for the uncontested election of directors (being an election where the number of nominees for director is not greater than the number of directors to be elected), each director of the Company that is not elected by the affirmative vote of the holders of Common Shares having a majority of the votes cast by the holders of all Common Shares present or represented and voting on such matter must promptly tender his resignation. You may choose to vote, or withhold your vote, separately for each nominee. A properly executed proxy or voting instructions marked “WITHHOLD” with respect to the election of one or more directors will not be voted in favor of the director or directors indicated although it will be counted for the purposes of determining whether there is a quorum.

Proposal 2: Approval of the Appointment of EisnerAmper LLP as the independent registered public accounting firm of the Company until the next annual meeting of shareholders, and authorization of the Audit Committee to set EisnerAmper LLP’s remuneration . The affirmative vote of the holders of Common Shares having a majority of the votes cast by the holders of all Common Shares present or represented and voting on such matter will be required to approve the appointment of the Company’s independent registered public accounting firm until the next annual meeting of shareholders and to authorize the Audit Committee to set EisnerAmper LLP’s remuneration. Under the BCBCA, unless waived unanimously by shareholders, the shareholders of a company must, by ordinary resolution, appoint an authorized person as auditor to hold office until the next annual meeting of shareholders.

Other Proposals . Any other proposal that might properly come before the meeting will require the affirmative vote of the holders of Common Shares having a majority of the votes cast by the holders of all Common Shares present or represented by proxy and voting on such matter at the meeting in order to be approved, except when a different vote is required by law, or the Company’s articles (i.e., the British Columbia equivalent of a U.S. corporation’s bylaws), as amended from time to time (the “Articles”).

16. What votes will be counted?

All Common Shares entitled to vote and that are voted in person at the Annual Meeting will be counted, and all Common Shares represented by properly executed and unrevoked proxies received by 4:00 p.m., Eastern Time, on June 11, 2019, being two business days before the Annual Meeting, will be voted at the Annual Meeting as indicated in such proxies. You may vote “FOR” or “WITHHOLD” on each of the nominees for election as director (Proposal 1) and on the appointment of EisnerAmper LLP as auditor for the ensuing year and authorizing the Audit Committee of the Board to set EisnerAmper LLP’s remuneration (Proposal 2).

The Common Shares represented by your proxy will be voted or withheld from voting in accordance with your instructions on any ballot that may be called for and, if you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly.

17. What are the recommendations of our Board on how I should vote my shares?

The recommendations of our Board are set forth together with the description of each proposal in this Proxy Statement. In summary, however, the Board recommends a vote:

18. What is the effect of not casting a vote or of submitting a proxy that does not specify how my Common Shares are to be voted?

If you are a Registered Shareholder and you do not vote by proxy card, by telephone, via the Internet, or in person at the Annual Meeting, your Common Shares will not be voted at the Annual Meeting. If you submit a proxy, but you do not provide voting instructions, your Common Shares will be voted as recommended by the Board.

If you are a Beneficial Shareholder and you do not provide your Intermediary with voting instructions, the Intermediary will determine if it has the discretionary authority to vote on the particular matter.

19. What is the effect of an Intermediary non-vote?

An Intermediary will have the discretion to vote on routine proposals if it has not received voting instructions from a Beneficial Shareholder at least 10 calendar days prior to the Annual Meeting . An Intermediary non-vote occurs when an Intermediary that is otherwise counted as present or represented by proxy does not receive voting instructions from the Beneficial Shareholder and does not have the discretion to vote the Common Shares. An Intermediary non-vote will not impact our ability to obtain a quorum for the Annual Meeting and will not otherwise affect the approval of a majority of the votes present in person or represented by proxy and entitled to vote for any Proposals.

20. What happens if additional matters are presented at the Annual Meeting?

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place, the named proxyholders will vote the proxies held by them as recommended by the Board or, if no recommendation is given, in their own discretion. We do not intend to bring any other matter for a vote at the Annual Meeting, and we do not know of anyone else who intends to do so.

21. Can I change my vote?

If you are a Registered Shareholder , you may change your vote by:

However, please note that merely attending the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically request it.

If you are a Beneficial Shareholder and you wish to change your vote, you should do the following:

However, in either case, please consult your Intermediary for any specific rules it may have regarding your ability to change your voting instructions.

22. What is “householding” and how does it affect me?

We and some US brokers have adopted “householding,” a procedure under which shareholders who have the same address will receive a single Notice of Internet Availability or set of proxy materials, unless one or more of these shareholders provides notice that they wish to continue receiving individual copies. If you participate in householding and wish to receive a separate Notice of Internet Availability or set of proxy materials, or if you wish to receive separate copies of future notices, annual reports, and proxy statements, please contact your broker directly, or VBI Vaccines Inc., 222 Third Street, Suite 2241, Cambridge, MA 02142, Attn: Chief Business Officer, telephone number 617-830-3031 x128.

We hereby undertake to deliver promptly, upon written or oral request, a copy of the Notice of Internet Availability to a shareholder at a shared address to which a single copy of the document was delivered. Requests should be directed to the address or phone number set forth above.

SEC rules permit companies to send you a notice that proxy information is available on the Internet, instead of mailing you a complete set of materials. As such, we have elected to distribute proxy information in this manner.

23. Why am I receiving more than one Notice of Internet Availability, notice from my Intermediary, or set of proxy materials, and what should I do?

You may receive more than one Notice of Internet Availability, notice from your Intermediary, or set of proxy materials, including multiple copies of proxy cards or VIFs.

For example:

Please complete, sign, date and return each proxy card or VIF that you receive, and follow the voting instructions on each Notice of Internet Availability or other notice you receive to ensure that all your Common Shares are voted.

24. Who is our Independent Registered Public Accounting Firm and will they be represented at the Annual Meeting?

VBI’s shareholders approved the appointment of EisnerAmper LLP as the independent registered public accounting firm of the Company on May 24, 2018, to serve for the ensuing year. Accordingly, EisnerAmper LLP served as the independent registered public accounting firm auditing and reporting on our financial statements for the fiscal year ended December 31, 2018. We expect that representatives of EisnerAmper LLP will be present telephonically at the Annual Meeting. They will have an opportunity to make a statement, if they desire, and will be available to answer appropriate questions at the Annual Meeting.

25. Who will serve as inspector of election at the Annual Meeting?

A representative from Computershare Trust Company of Canada will act as the inspector of election (scrutineer) and count the votes at the Annual Meeting.

26. Where can I find the voting results of the Annual Meeting?

We will publish final voting results in our Current Report on Form 8-K, which will be filed with the SEC and made available on its website at www.sec.gov within four business days following the Annual Meeting, and an equivalent “Report of Voting Results,” which will be filed with an accompanying news release with the Canadian Securities Administrators (the “CSA”) and made available on SEDAR.com, promptly after the Annual Meeting.

27. Who will bear the cost of soliciting votes for the Annual Meeting?

VBI will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing Beneficial Shareholders for their reasonable expenses in forwarding solicitation material to NOBOs. Our directors, officers, and employees may also solicit proxies in person or by other means. These directors, officers, and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses incurred in doing so.

28. What percentage of our Common Shares do our directors and executive officers own?

As of the Record Date, our director-nominees and executive officers beneficially owned approximately 10.5% of our outstanding Common Shares. See the discussion under the heading “ Security Ownership of Certain Beneficial Owners and Management ” on page 33 for more details.

29. Do I have any dissenters’ or appraisal rights with respect to any of the matters to be voted on at the Annual Meeting?

No. None of our shareholders have any dissenters’ or appraisal rights with respect to the matters to be voted on at the Annual Meeting.

30. I have additional questions, who can help answer them?

The information provided above in this “Question and Answer” format is for your convenience only and is merely a summary of the information contained in this Proxy Statement. We urge you to carefully read this entire Proxy Statement, including the documents we refer to in this Proxy Statement. If you have any questions, or need additional material, please feel free to email IR@vbivaccines.com.

The proxy card gives the persons named as proxyholders discretionary authority regarding amendments or variations to matters identified in the Notice of Meeting, this Proxy Statement and any other matter that may properly come before the Annual Meeting. As of the date of this Proxy Statement, management is not aware of any such amendment, variation, or other matter proposed or likely to come before the Annual Meeting. However, if any amendment, variation, or other matter properly comes before the Annual Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the shares represented by the proxies held by them in accordance with applicable law and their judgment on such matters.

IF YOU DO NOT SPECIFY A VOTE ON YOUR PROXY CARD OR YOU VOTE FOR BOTH CHOICES, YOUR COMMON SHARES WILL BE VOTED IN FAVOR OF THE MOTIONS PROPOSED TO BE MADE AT THE ANNUAL MEETING AS SET OUT IN THE NOTICE OF MEETING AND THIS PROXY STATEMENT.

Governance of the Company

Our business, property and affairs are managed by, or under the direction of, our Board, in accordance with the BCBCA and the Articles of the Company. Members of the Board are kept informed of our business through discussions with the Chief Executive Officer and other key members of management, by reviewing materials provided to them by management, and by participating in meetings of the Board and its committees. There are no family relationships among any of our directors, executive officers or persons nominated to become a director.

We continue to review our corporate governance policies and practices by comparing our policies and practices with those suggested by various groups or authorities active in evaluating or setting best practices for corporate governance of public companies. Based on this review, we have adopted, and will continue to adopt, changes that the Board believes are the appropriate corporate governance policies and practices for our Company.

Shareholder Communications

Shareholders may communicate with the members of the Board, either individually or collectively, by writing to the Board at VBI Vaccines Inc., 222 Third Street, Suite 2241, Cambridge, MA 02142. These communications will be reviewed by the office of the Chief Business Officer, as agent for the non-employee directors in facilitating direct communication to the Board. The Chief Business Officer’s office will treat communications containing complaints relating to accounting, internal accounting controls or auditing matters as reports under our Code of Business Conduct and Ethics (“Code of Ethics”). Further, the Chief Business Officer’s office will disregard communications that are bulk mail, solicitations to purchase products or services not directly related either to us or the non-employee directors’ roles as members of the Board, sent other than by shareholders in their capacities as such or from particular authors or regarding particular subjects that the non-employee directors may specify from time to time, and all other communications which do not meet the applicable requirements or criteria described below, consistent with the instructions of the non-employee directors.

General Communications . The Chief Business Officer’s office will review all shareholder communications directly relating to our business operations, the Board, our officers, our activities or other matters and opportunities closely related to us. From time to time, the Chief Business Officer will circulate summaries of shareholder communications and copies of the actual shareholder communications to the Chairman of our Nominating and Governance Committee.

Shareholder Proposals and Director Nominations and Recommendations . Shareholder proposals are reviewed by the Chief Business Officer’s office for compliance with the requirements for such proposals set forth in our Articles, the BCBCA, and Regulation 14a-8 promulgated under the Securities Exchange Act of 1934 , as amended (the “ Exchange Act ”). Shareholder proposals that meet these requirements will be summarized by the Chief Business Officer’s office. Summaries and copies of the shareholder proposals are circulated to the Chairman of the Nominating and Governance Committee.

Shareholder nominations for directors are reviewed by the Board for compliance with the requirements for director nominations that are set forth in our Articles. Shareholder nominations for directors that meet these requirements are then circulated to the Chairman of the Nominating and Governance Committee for consideration and evaluation by the Nominating and Governance Committee consisting entirely of independent directors.

The Nominating and Governance Committee will consider director candidates recommended by shareholders. If a director candidate is recommended by a shareholder, the Nominating and Governance Committee expects to evaluate such candidate in the same manner it evaluates director candidates it identifies. Shareholders desiring to make a recommendation to the Nominating and Governance Committee should follow the procedures set forth herein and in the Company’s Articles regarding shareholder nominations for directors.

Retention of Shareholder Communications . Any shareholder communications that are not circulated to the Chairman of the Nominating and Governance Committee because they do not meet the applicable requirements or criteria described above will be retained by the Chief Business Officer’s office for at least 90 calendar days from the date on which they are received, so that these communications may be reviewed by the directors generally if such information relates to the Board as a whole, or by any individual to whom the communication was addressed, should any director elect to do so.

Distribution of Shareholder Communications . Except as otherwise required by law or upon the request of a non-employee director, the Chairman of the Nominating and Governance Committee will determine when and whether a shareholder communication should be circulated among one or more members of the Board and/or Company management.

Independence of Directors

In determining the independence of our directors, we apply the definition of “independent director” provided under the listing rules of The NASDAQ and National Instrument 58-101 – Disclosure of Corporate Governance Practices of the CSA. Pursuant to these rules, the Nominating and Governance Committee concluded its review of director independence on April 17, 2019. The Board affirmatively determined that each of Drs. Gillis (the Chairman), De Wilde and McKee, Mr. Kariv and Ms. Cordeiro, (being the majority of the Board) is independent under these rules, since none of these directors have a direct or indirect material relationship with the Company or its subsidiaries. Each of our former directors Mr. Requadt, who resigned from the Board effective as of March 31, 2019, Mr. Nussbaum, who resigned from the Board effective as of January 23, 2018 and Mr. Rubin and Mr. Logal who resigned from the Board effective as of October 17, 2018 were, while they served on the Board, independent under these rules, since none of these former directors had a direct or indirect material relationship with the Company or its subsidiaries. In making its independence determinations, the Nominating and Governance Committee sought to identify and analyze all of the facts and circumstances relating to any relationship between a director, his/her immediate family or affiliates and VBI and its affiliates and did not rely on categorical standards other than those contained in the NASDAQ rule referenced above.

Mr. Baxter is not an independent member of the Board because he is the Chief Executive Officer and President of the Company and thus has a material interest in the Company. Mr. McNulty is not an independent member of the Board because he is the Chief Financial Officer and Head of Business Development and thus has a material interest in the Company. Our former director, Mr. Chawla who resigned from the Board effective as of January 23, 2018, was not independent as he was a representative of Perceptive Credit Holdings, LP (“Perceptive Credit”) on our Board pursuant to our existing credit facility with Perceptive Credit.

The independent directors are not expected to hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. Where deemed necessary by the independent directors, the independent directors hold sessions exclusive of the non-independent director and members of management, which process facilitates open and candid discussion amongst the independent directors. At the end of each Board call or meeting, the independent directors have the option to hold executive sessions, as needed, where non-independent directors and members of management are not in attendance. In 2018, such executive sessions were held at the end of 6 Board Meetings. To-date in 2019, one such session has been held.

Meetings and Attendance

The Board held 11 meetings during the year ended December 31, 2018. Attendance was as follows: Dr. Gillis (11); Mr. Baxter (11); Mr. Requadt (10); Dr. De Wilde (9); Mr. Logal (9); Mr. Kariv (8); Mr. Rubin (7); Mr. Chawla (1); and Mr. Nussbaum (1). Mr. Nussbaum and Mr. Chawla resigned from the Board on January 23, 2018, and Mr. Kariv joined the Board on January 23, 2018. Mr. Logal and Mr. Rubin resigned from the Board on October 17, 2018. Mr. Requadt resigned from the Board effective March 31, 2019. Ms. Cordeiro joined the Board on April 15, 2019, and Mr. McNulty joined the Board on April 26, 2019.

Each member of our Board attended at least 75% of the aggregate of (i) the total number of meetings of the Board (held during the period for which he or she was a director) and (ii) the total number of meetings held by all committees of the Board on which such director served (held during the period that such director served).

We encourage our Board members to attend the annual meeting each year. One of the seven directors attended our 2018 Annual General Meeting of Shareholders.

Mandate of our Board

A copy of the Board Mandate, adopted as of September 23, 2016, can be viewed on our website at www.vbivaccines.com (under the “Investors” section).

Below is a description of each committee of the Board.

Audit Committee

The role of the Audit Committee is to:

Our Audit Committee is comprised of Steven Gillis, Tomer Kariv and Blaine McKee, with Dr. McKee serving as Chairman.

Our Nominating and Governance Committee has determined each of Dr. Gillis, Dr. McKee, and Mr. Kariv, as well as each of Mr. Requadt, Mr. Logal, and Mr. Rubin, during their time of service, to be financially literate and qualify as independent directors under Section 5605(a)(2) and Section 5605(c)(2)(A) of the NASDAQ rules. Further, each member of our Audit Committee is also considered independent under SEC Rule 10A-3. In addition, Dr. McKee qualifies, and Dr. Gillis and Mr. Logal, the former chairmen of the Audit Committee, qualified during the time of their service, as the audit committee financial expert within the meaning of Item 407(d)(5) of Regulation S-K. The Audit Committee operates pursuant to a charter, the current copy of which can be viewed on our website at www.vbivaccines.com (under the “Investors” section).

During 2018, the Audit Committee met in person or by telephone, or acted by unanimous written consent, four times.