GeoVax Labs (GOVX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 17, 2026, to address director elections, warrant issuances, auditor ratification, executive compensation, and advisory votes on pay frequency.

• Board recommends voting in favor of all proposals and for a triennial say-on-pay frequency.

• Voting available by internet, phone, mail, or in person; record date is April 20, 2026.

Voting matters and shareholder proposals

• Election of seven directors to serve until the 2027 Annual Meeting.

• Approval sought for issuance of up to 865,804, 1,269,316, and 1,702,986 shares upon exercise of February, March, and May 2026 Warrants, respectively, in compliance with Nasdaq rules.

• Ratification of Wipfli LLP as independent auditor for fiscal 2026.

• Advisory vote on executive compensation and on the frequency of future say-on-pay votes, with Board recommending every three years.

Board of directors and corporate governance

• Seven-member Board, majority independent, with standing Audit, Compensation, and Nominating & Governance Committees.

• Directors possess diverse backgrounds in pharmaceuticals, finance, law, and medicine.

• Board structure combines Chairman and CEO roles; all directors attended at least 75% of meetings in 2025.

• Written Code of Business Conduct and Ethics and insider trading policy in place.