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Altimmune Inc.

04/16/2026 | Press release | Distributed by Public on 04/16/2026 15:08

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03 Amendment to Article of Incorporation or Bylaws; Change in Fiscal Year.

On April 16, 2026, Altimmune, Inc. (the "Company") amended its Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") by filing a Certificate of Amendment with the Secretary of State of Delaware. The Certificate of Amendment reflected an amendment to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000 and was approved by the holders of more than a majority of the votes cast at the 2026 Annual Meeting of Shareholders as described in Item 5.07 below.

A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 16, 2026, Altimmune, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting"). As of March 13, 2026, the record date for the 2026 Annual Meeting, there were 130,105,177 shares of the Company's common stock outstanding and entitled to vote at the 2026 Annual Meeting. A total of 88,270,365 shares of common stock were present or represented by proxy at the 2026 Annual Meeting, representing 67.8% of the issued and outstanding shares entitled to vote at the meeting, representing a quorum. The proposals voted upon and the final results of the vote were as follows:

Proposal No. 1: Election of Directors. The results were as follows:


				Broker
Director		For	Withhold	Non-Votes
Jerome Durso, Chairman		47,577,875	4,836,906	35,855,584
John M. Gill		46,242,497	6,172,284	35,855,584
Philip L. Hodges		45,094,369	7,320,412	35,855,584
Diane Jorkasky, M.D.		45,332,124	7,082,657	35,855,584
Teri Lawver		44,926,060	7,488,721	35,855,584
Wayne Pisano		45,114,119	7,300,662	35,855,584
Mitchel Sayare, Ph.D.		45,194,158	7,220,623	35,855,584
Klaus O. Schafer, M.D., MPH		44,722,328	7,692,453	35,855,584
Catherine Sohn, Pharm D		45,298,692	7,116,089	35,855,584

Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026. The results were as follows:


For	Against	Abstain
84,959,584	1,771,538	1,539,243

Proposal No. 3: Advisory vote on the Compensation of the Company's named executive officers as disclosed in the Proxy Statement pursuant to the SEC's compensation rules (referred to as the "say-on-pay" proposal). The results were as follows:


For	Against	Abstain	Broker Non-Votes
39,928,184	12,026,081	460,516	35,855,584

Proposal No. 4: Vote to approve an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended to increase the number of authorized shares of the Company's common stock from 200,000,000 to 400,000,000. The results were as follows:


For	Against	Abstain
63,684,172	24,151,522	434,671

Proposal No. 5: Vote to approve an amendment to the Company's 2019 Employee Stock Purchase Plan (the "2019 ESPP") to increase the number of shares of the Company's common stock reserved under the 2019 ESPP from 403,500 to 1,108,827. The results were as follows:


For	Against	Abstain	Broker Non-Votes
43,616,919	8,572,159	225,703	35,855,584

Proposal No. 6: Vote to authorize the adjournment of the 2026 Annual Meeting to enable the Board of Directors to solicit additional proxies. The results were as follows:


For	Against	Abstain
68,318,332	18,755,920	1,196,113

Altimmune Inc. published this content on April 16, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 16, 2026 at 21:08 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]