Altimmune Shareholders Approve All AGM Proposals, Boost Authorized Shares to 400M

Key Points

• All AGM proposals approved: Shareholders elected the company's nine director nominees to one-year terms and approved every item presented at the virtual annual meeting.
• Capital structure increased: Stockholders approved amending the certificate of incorporation to raise authorized common shares from 200 million to 400 million and expanded the 2019 Employee Stock Purchase Plan reserve from 403,500 to 1,108,827 shares.
• Governance items passed: Ratification of Ernst & Young as independent auditor and an advisory approval of executive compensation were approved, with final voting results to be filed with the SEC.

Altimmune NASDAQ: ALT shareholders approved all proposals presented at the company’s virtual annual meeting on April 16, 2026, including the election of nine directors and amendments that expand the company’s authorized common stock and employee stock purchase plan share reserve.

Meeting format and attendance

Jerome Durso, Chairman of the Board, called the meeting to order and said the company was hosting the annual meeting virtually to “be more inclusive and reach a greater number of our shareholders via the web portal.” Durso said the meeting was held in accordance with the company’s bylaws and Delaware law, and that the formal business was described in the notice and proxy statement mailed on or about March 19, 2026, to stockholders of record as of March 13, 2026.

The company’s directors and officers in attendance were introduced, including outside directors John M. Gill, Philip Hodges, Diane K. Jorkasky, Teri Lawver, Wayne Pisano, Mitchel Sayare, Klaus O. Schafer, and Catherine Angell Sohn, with Pisano serving as Lead Independent Director. Officers introduced included Durso (also serving as President and Chief Executive Officer), Greg Weaver (Chief Financial Officer), Scot Roberts (Chief Scientific Officer), Christophe Arbet-Engels (Chief Medical Officer), and Linda M. Richardson (Chief Commercial Officer).

Ernst & Young was represented by Anne V. Kroon, and outside legal counsel Joseph C. Theis Jr. of Goodwin Procter also attended. Robin E. Abrams, Chief Legal Officer and Corporate Secretary, recorded the minutes.

Quorum and voting procedures

The board appointed Kristen Figueroa to serve as Inspector of Election. Figueroa reported that, of 130,105,177 shares of common stock entitled to vote, 88,270,241 shares were represented in person or by proxy, establishing a quorum.

Durso outlined that voting occurred by proxy and via written ballot through the web portal. Polls opened at 8:35 a.m. ET and closed at 8:40 a.m. ET, and Durso noted that ballots and changes submitted after the close would not be accepted.

Director elections

Shareholders voted on nine nominees to serve one-year terms. Durso said no compliant stockholder notice was received to nominate alternative candidates, making the company’s slate the only nominees up for election:

• Jerome Durso
• John M. Gill
• Philip Hodges
• Diane K. Jorkasky
• Teri Lawver
• Wayne Pisano
• Mitchel Sayare
• Klaus O. Schafer
• Catherine Angell Sohn

Figueroa reported that a plurality of votes cast favored the election of the nominees.

Other proposals approved

Stockholders also approved a series of governance, compensation, and capital structure-related proposals. According to the Inspector of Election, each of the following items received approval by a majority of the votes cast:

• Auditor ratification: Ratification of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. Durso noted ratification was not required by the bylaws but was submitted as “a matter of good corporate governance,” adding that if stockholders did not approve, the board and audit committee would reconsider the appointment.
• Advisory executive compensation vote: Approval, on an advisory basis, of compensation for the company’s named executive officers as disclosed in the proxy statement.
• Increase in authorized common stock: Approval of an amendment to the amended and restated certificate of incorporation to increase authorized common shares from 200 million to 400 million.
• Employee Stock Purchase Plan amendment: Approval of an amendment to the 2019 Employee Stock Purchase Plan increasing shares reserved for issuance from 403,500 to 1,108,827.
• Adjournment authority: Approval of authorization to adjourn the annual meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposals if insufficient votes were received.

Closing and next steps

Following the vote tally, Durso declared that all proposals presented at the meeting had been approved. He said the final voting results would be included in the Inspector of Election’s report, reflected in the meeting minutes, and reported in a filing with the U.S. Securities and Exchange Commission.

Durso then checked for properly submitted shareholder questions and said none were received. With no further matters raised, he adjourned the meeting.

About Altimmune NASDAQ: ALT

Altimmune, Inc is a clinical-stage biopharmaceutical company headquartered in Gaithersburg, Maryland, dedicated to the development of vaccines and immunotherapeutics. The company leverages proprietary technology platforms to create intranasal vaccine candidates and novel therapies targeting liver diseases and metabolic disorders. Altimmune's approach emphasizes the stimulation of both systemic and mucosal immune responses to address unmet medical needs in infectious and chronic conditions.

Among its lead programs, NasoVAX is an investigational intranasal influenza vaccine designed to provide broad, long-lasting protection through a single, non-invasive dose.

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