Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 12, 2025, Vaxcyte, Inc. (the "Company") held its Annual Meeting of Stockholders. The following is a brief description of each matter voted upon at the meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.
1.The election of three nominees to serve as Class II directors until the Company's 2028 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, or, if sooner, until the director's death, resignation or removal. The following three Class II directors were re-elected by the votes indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
|
Withheld
|
|
|
Broker Non-Votes
|
|
John Furey
|
|
|
120,748,379
|
|
|
|
|
365,989
|
|
|
|
|
4,004,992
|
|
|
Jacks Lee
|
|
|
107,272,337
|
|
|
|
|
13,842,031
|
|
|
|
|
4,004,992
|
|
|
Heath Lukatch, Ph.D.
|
|
|
99,231,889
|
|
|
|
|
21,882,479
|
|
|
|
|
4,004,992
|
|
|
2.The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The appointment was ratified by the votes indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
124,849,714
|
|
245,362
|
|
24,285
|
3. The approval, on a non-binding, advisory basis of the compensation of the Company's named executive officers. The approval of the non-binding resolution on named executive officer compensation was approved by the votes indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
77,119,045
|
|
43,969,206
|
|
26,117
|
|
4,004,992
|
4. The approval of the amendment and restatement of the Company's Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by recent amendments to the Delaware General Corporation Law. The amendment and restatement of the Company's Amended and Restated Certificate of Incorporation was approved by the votes indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
112,270,039
|
|
8,815,788
|
|
28,541
|
|
4,004,992
|