Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Increase in Board Size; Appointment of Director
;
Resignation of Officer
On March 17, 2022, the Board of Directors (“Board”) of Vaxxinity,
Inc. (the “Company”) increased
the
size of the Board from six members to seven and elected Peter Powchik as a member of the Board, effective
March 31, 2022. On the same date, Mr. Powchik will retire as the Company’s
Executive Vice President,
Mr. Powchik will receive customary compensation from the Company for serving as a non-employee
director, in accordance with the Company’s
Non-Employee Director Compensation Policy as described in the
Company’s Prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 12,
2021 and incorporated by reference herein.
The Board has not appointed Mr. Powchik to any committees.
Mr. Powchik is not a party to any transaction that would require disclosure under
Item 404(a) of Regulation S-K.
Item 5.08. Shareholder Director Nominations.
On March 17, 2022, the Board established the date of the Company’s 2022 Annual Meeting of
Stockholders (the “2022 Annual Meeting”). The 2022 Annual Meeting will be held on June 21, 2022, at
10:00 am EST, and the record date for the 2022 Annual Meeting will be April 22, 2022. The Company is
holding the 2022 Annual Meeting as a virtual-only meeting, which will be conducted via live audio online
webcast.
Because the Company did not hold an annual meeting of stockholders the previous year, stockholders
must submit any director nomination or other proposal that they wish to be considered for inclusion in the
Company’s proxy materials for the 2022 Annual Meeting to the Company’s
Secretary at Vaxxinity,
Inc., 1717
Main St., Ste. 338, Dallas Texas 75201, Attn: Corporate Secretary,
before 5:00 pm EST on April 5, 2022, which
date the Company has determined to be a reasonable time before it expects to begin to print and distribute its
In addition to timely submission on or before April 5, 2022, stockholders who desire to include director
nominations and other proposals in the Company’s proxy materials for the 2022 Annual Meeting must also
comply with all applicable SEC rules, including Rule 14a-8, the Delaware General Corporation Law, and the
Company’s Amended and Restated Bylaws.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on March 21, 2022 announcing the appointment of Peter Powchik
as a member of the Board. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”)
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.