Altimmune (ALT) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on April 16, 2026, with voting on key proposals including director elections, auditor ratification, executive compensation, amendments to the certificate of incorporation, and the employee stock purchase plan.

• Stockholders of record as of March 13, 2026, are eligible to vote on all proposals, with multiple voting methods available including online, phone, mail, or during the meeting.

• The Board recommends voting in favor of all proposals and emphasizes the importance of stockholder participation.

Voting matters and shareholder proposals

• Proposals include electing nine directors for one-year terms, ratifying Ernst & Young LLP as auditor for 2026, an advisory vote on executive compensation, increasing authorized common stock, amending the 2019 Employee Stock Purchase Plan, and authorizing adjournment if needed.

• No stockholder proposals are expected at the meeting; procedures for future proposals are outlined.

• Each proposal requires a majority of votes cast for approval, except director elections, which require a plurality.

Board of directors and corporate governance

• The Board consists of nine members with diverse backgrounds in biotech, finance, commercial operations, and governance.

• Jerome Durso serves as Chairman and CEO; Wayne Pisano was appointed Lead Independent Director in March 2026.

• All directors except the CEO are independent per Nasdaq standards; committee memberships are fully independent.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and responsibilities.

• The Board held 8 meetings in 2025, with high attendance and regular executive sessions of independent directors.