Dynavax Technologies Corporation (Nasdaq: DVAX) (“Dynavax” or the “Company”), a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines, today issued the following statement reiterating to stockholders its recommendation to vote “FOR” all four of Dynavax’s highly qualified directors standing for election – Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun – at the Company’s upcoming Annual Meeting of Stockholders on June 11, 2025 (the “2025 Annual Meeting”).
Since 2019, Dynavax has successfully executed a strategic repositioning of our business, and our refreshed Board is executing a plan that is delivering significant stockholder value. In direct contrast, Deep Track – which has no experience developing and executing corporate strategy, operations, or finance – is insistent on implementing its strip-mining plan for Dynavax, jeopardizing a strong platform with significant long-term growth opportunities for a near-term payoff of a considerably lower value. Simply put: there is no case for change, and changing course to Deep Track’s purported plan will destroy long-term value and is not in the best interests of all stockholders.
Re-electing all four of our nominees is essential to our ability to continue driving value for all stockholders. Without Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun, the Board would be deprived of essential strategic leadership, vaccine expertise, senior public biotechnology and M&A experience, as well as deep industry financial expertise qualifications that none of Deep Track’s candidates can adequately match. Deep Track’s principal, Brett Erkman, is beholden to his own hedge fund investors – not our stockholders – and has demonstrated an inability to be open-minded. Donald Santel lacks vaccine industry experience and his public company executive experience ended ten years ago. In short, Deep Track’s nominees are far less qualified than all of our current directors.
Make no mistake – Deep Track is attempting to gain control of Dynavax to implement its flawed plan, which would be detrimental to the long-term value we are generating for our stockholders.
Independent proxy advisory firms Institutional Shareholder Services (“ISS”) and Egan-Jones agree and recommend that stockholders support all of Dynavax’s director nominees. ISS noted that Deep Track has failed to present a compelling case for change and called attention to Deep Track’s cherry picked and highly misleading materials throughout its campaign – “There are serious concerns with the dissident’s presentation of TSR…The dissident’s attempt to suggest otherwise through a blatantly distorted TSR analysis has only diminished its credibility.”1 Glass, Lewis & Co. (“Glass Lewis”) acknowledged the significant stockholder returns we have been generating, our differentiated capital allocation plan, and the meaningful refreshment and high caliber Board we have in place. Perhaps most importantly, Glass Lewis put a fine point on the legitimate concerns stockholders should have in electing Mr. Erkman to the Board – noting that “his fiduciary experience in a boardroom setting remains untested” and “may raise legitimate questions about Mr. Erkman’s ability to balance Deep Track’s position with the broader interests of all shareholders.”2
Here’s why we encourage you to vote for ALL four of Dynavax’s nominees:
- The strategy Dynavax has in place, and is successfully executing against, is working. We positioned HEPLISAV-B® to be the market-leading hepatitis B vaccine, and are consistently delivering record financial results, including most recently a few weeks ago when we reported Q1 2025 results, and have delivered 203% total return to stockholders over the last five years3. We are far outperforming vaccine peers, which have returned 9%, and the S&P Biotechnology Select Industry Index, which has declined 17%. This is the result of consistent operational execution, skilled business development which generated over $950 million in revenue between 2020 and 2022, and a disciplined capital allocation plan that, as of May 5, 2025, included execution of over 85% of the $200 million share repurchase program authorized in November 2024.
- The directors Dynavax needs at this time are already on the Board. The Board has been thoughtfully reshaped in recent years with new, independent directors – following the Annual Meeting, the Board will be comprised of nine directors, with six of eight independent directors having been appointed since 2020 – who bring highly specialized skillsets that are directly aligned to our long-term strategic plan. Our directors, including those up for re-election, are renowned experts in their fields within biotech and vaccines across operations, finance/capital markets, business development M&A, commercialization, R&D, public health and more. Replacing any Dynavax directors with Deep Track’s underqualified nominees would disrupt the momentum of our clearly successful long-term strategy and put stockholder value at risk.
With our 2025 Annual Meeting fast approaching on June 11, it is extremely important that you vote as soon as possible, no matter how many shares you own. We urge you to vote “FOR” all four of Dynavax’s director nominees – Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun – on the GOLD proxy card today.
