Vaxcyte Inc.
07/15/2026 | Press release | Distributed by Public on 07/15/2026 14:06
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 13, 2026, Heath Lukatch notified the Board of Directors (the "Board") of Vaxcyte, Inc. ("the "Company") of his retirement from the Board, effective as of July 16, 2026. Dr. Lukatch's retirement was not the result of any disagreement or dispute with the Company. The Company thanks Dr. Lukatch for his considerable contributions over more than eight years of Board service.
Concurrently, upon recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed John Markels to the Board as a Class II director, effective as of July 16, 2026. Dr. Markels' term will expire at the Company's annual meeting of stockholders in 2028. The Board also appointed Dr. Markels to serve as a member of the Audit Committee and Compensation Committee of the Board.
The Board has determined that Dr. Markels qualifies as an independent director under the independence requirements set forth under Rule 5605(a)(2) of the Nasdaq Rules and listing standards. There are no arrangements or understandings between Dr. Markels and any other persons pursuant to which he was selected as a director. Additionally, there are no transactions involving the Company and Dr. Markels that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Dr. Markels will receive compensation in accordance with the Company's non-employee director compensation program as in effect from time to time (the "Director Compensation Program"), as most recently described under the section titled "Non-Employee Director Compensation" in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 23, 2026; provided, however, that the equivalent value of the annual equity grant for all directors is currently set at $430,000.
The Company has entered into its standard form of indemnification agreement with Dr. Markels.
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