🧾 What This Document Is

This is a DEF 14A, also called a Proxy Statement. It’s a formal notice sent to shareholders before an annual meeting. Its job is to explain what will be voted on and provide the information needed to make informed decisions.

👉 In simple terms: If you own stock in Vaxcyte, this packet is your guide to the company’s annual shareholder meeting. It tells you what’s on the ballot and who is running for the board.

🏢 What The Company Does

Vaxcyte, Inc. (PCVX) is a clinical-stage vaccine company. They are developing novel vaccines to prevent infectious diseases. Unlike established pharmaceutical giants, they are in the research and development phase, working to bring their vaccine candidates through clinical trials and, ultimately, to market.

👉 Why it matters: This is a high-risk, high-reward biotech company. Their success hinges on clinical trial results and regulatory approvals, not steady sales. Understanding this helps frame the governance and compensation details that follow.

📅 Key Meeting Details

The 2026 Annual Meeting is virtual. Here are the essentials:

• Date & Time: Monday, June 15, 2026, at 8:30 a.m. Pacific Time.
• How to Attend: Go to www.virtualshareholdermeeting.com/PCVX2026 and use the 16-digit number on your proxy card.
• Record Date: April 20, 2026. You must own shares by this date to vote.
• Shares Outstanding: 144,387,225 shares as of the record date.
• Quorum Needed: Holders of at least 72,193,613 shares (a majority) must be present to conduct business.

👉 Your vote matters whether you attend online or submit a proxy beforehand.

🗳️ What You're Voting On

There are three main proposals for a vote:

Proposal 1: Elect Three Directors. You are voting to elect Olivier Brandicourt, Halley Gilbert, and Grant Pickering to the board. If elected, they will serve until the 2029 annual meeting. This is a plurality vote, meaning the three with the most "For" votes win.

Proposal 2: Ratify the Auditor. You are voting to approve Deloitte & Touche LLP as the company’s independent accounting firm for 2026. This needs a majority of votes cast to pass.

Proposal 3: Advisory Vote on Executive Pay ("Say-on-Pay"). This is a non-binding vote to approve the compensation of the named executive officers. It also requires a majority to pass. The board will consider the result when making future pay decisions.

👥 The Director Nominees

The three Class III nominees up for election are:

1. Olivier Brandicourt, M.D. (Age 70): Former CEO of Sanofi and Bayer HealthCare. Brings deep pharmaceutical leadership experience.
2. Halley Gilbert, J.D. (Age 56): Chief Legal & Operating Officer at Tubulis GmbH. Has extensive biotech legal and operational expertise from roles at Ironwood Pharmaceuticals and others.
3. Grant E. Pickering, M.B.A. (Age 58): Vaxcyte’s co-founder and CEO. Provides the essential management perspective.

👉 Why it matters: The board mix balances deep industry experience (Brandicourt), operational/legal know-how (Gilbert), and foundational company vision (Pickering).

🏛️ Corporate Governance

The board has nine members, and eight are deemed independent under Nasdaq rules. The CEO, Grant Pickering, is the only non-independent member. The board is led by an independent Chairman, Dr. Carlos Paya.

Key Committees:

• Audit Committee (Chaired by Teri Loxam): Oversees financial reporting and the auditor.
• Compensation Committee (Chaired by Annie Drapeau): Sets pay for executives and directors.
• Nominating & Governance Committee (Chaired by Halley Gilbert): Manages board composition and governance policies.

👉 Why it matters: A strong, independent board and committees are crucial for overseeing a high-risk biotech company and protecting shareholder interests.

💼 Executive Compensation

The proxy includes a detailed section on how the top executives are paid. It explains the philosophy (to attract and retain talent in a competitive biotech market), the components (base salary, annual bonus, and long-term equity awards), and the specific 2025 pay for the CEO, CFO, and other named officers.

For example, the Compensation Committee’s report confirms they reviewed the compensation discussion and recommended it for inclusion. Specific dollar figures for each executive’s salary, bonus, and stock awards are detailed in the tables.

👉 Why it matters: You get to see how leadership is incentivized, whether it’s tied to long-term goals like clinical trial success, and you get a non-binding vote to approve it.

🧠 The Analogy

Think of this proxy statement like the agenda and candidate bios for a crucial Homeowners Association (HOA) meeting for a large condo complex (the company). The board members (directors) are like the HOA board—they need the right skills to manage finances, enforce rules, and plan for the future. You, as a homeowner (shareholder), are being asked to vote on the board members, hire the annual auditor (like hiring the HOA’s accountant), and give an opinion on whether the HOA manager’s (CEO’s) salary is fair. The document provides all the background info you need to cast an informed vote.

🧩 Final Takeaway

This proxy statement is your roadmap for exercising your rights as a Vaxcyte shareholder. The core task is to vote on the continued leadership (via board elections) and oversight (via auditor ratification and a non-binding say on pay) of a clinical-stage biotech company navigating a critical phase of its development. Your vote, however large or small your stake, shapes that oversight.