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Associated Press
29-04-2025
- Business
- Associated Press
Dynavax Highlights Superior Board Leadership Overseeing Long-Term Value Creation Strategy
Mails Letter to Stockholders Urging Stockholders to Vote 'FOR' All Four Dynavax Director Nominees on the GOLD Proxy Card EMERYVILLE, Calif., April 29, 2025 /PRNewswire/ -- Dynavax Technologies Corporation (Nasdaq: DVAX) ('Dynavax' or the 'Company'), a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines, today mailed a letter to its stockholders in connection with its 2025 Annual Meeting of Stockholders ('Annual Meeting') urging stockholders to vote the GOLD proxy card 'FOR' all four of Dynavax's highly qualified directors standing for election – Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun. The Annual Meeting will be held on June 11, 2025, and Dynavax stockholders of record as of April 14, 2025, will be entitled to vote at the Annual Meeting. The full text of the letter being mailed to stockholders follows: Dear Fellow Stockholder, At this year's Annual Meeting, Deep Track Capital is seeking to replace four of our independent directors, including our Chairman, with inferior nominees that would implement Deep Track's value destructive plan — change that is not only unnecessary but would also impede the Company's sustained momentum and risk the long-term value of your investment. The Dynavax Board of Directors has been meaningfully refreshed in recent years with qualified directors who have enhanced the Company's corporate governance while overseeing consistent and record financial and operational performance. Dynavax is in the strongest position it has ever been in, and our Board's nominees – Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun – are essential to advancing Dynavax's strategy and driving long-term stockholder value at this pivotal juncture for the Company. We urge you to vote 'FOR' Dynavax's four director nominees on the GOLD universal proxy card today. Only four directors can be elected at the Annual Meeting. DYNAVAX'S BOARD HAS ALREADY THOUGHTFULLY REFRESHED WITH EXPERTS WHO KNOW HOW TO DRIVE LONG-TERM STOCKHOLDER VALUE IN OUR INDUSTRY Our Board refreshment process has always been driven by a clear set of criteria based on Dynavax's current and future needs. Since Dynavax underwent a wholesale transformation starting in 2019 to prioritize its vaccine business and launch HEPLISAV-B®, we have thoughtfully reshaped our Board with new, independent directors who bring highly specialized skillsets that are directly aligned to our long-term strategic plan. As a result of our refreshment efforts, following the Annual Meeting, the Board will be comprised of nine directors, with six of our eight independent directors having been appointed since 2020. This refreshed Board has been the architect of the successful plan we currently have in place and remains crucial to our continued execution. Our Board checks every box: Since Dynavax's pivot, our Board has overseen a disciplined strategy that is generating superior value: DYNAVAX'S NOMINEES ARE CLEARLY AND SUBSTANTIALLY MORE QUALIFIED THAN DEEP TRACK'S CANDIDATES TO OVERSEE THE EXECUTION OF A STRATEGY THAT IS WORKING Each of our four nominees is essential to our Board and replacing any of them would leave Dynavax deficient in vital expertise that is needed to guide the Company through a pivotal year. Our nominees have expertise across every facet of the biotechnology and vaccine space and have led multiple company transactions generating billions of dollars and maximizing stockholder value. The contrast between the qualifications of the Dynavax slate versus Deep Track's slate is striking: In sharp contrast, Deep Track's candidates lack the decades of public company biotechnology and vaccine operational and financial acumen that Dynavax's directors bring and have little to no public company board experience – in fact, only one of Deep Track's four candidates has ever served on a U.S. public company board of directors. In aggregate, Deep Track's candidates bring no additive or differentiated skills to our current Board. DEEP TRACK IS DEMANDING UNREASONABLE AND UNNECESSARY CHANGE THAT WOULD DESTROY THE VALUE OF YOUR INVESTMENT Deep Track's flawed plan, which favors a near-term payoff at a considerably lower value, puts its own short-term interests above those of all other stockholders and would be detrimental to the long-term value our Board is generating. Deep Track is demanding that Dynavax: Moreover, aside from demanding these short-sighted initiatives, Deep Track has yet to provide any actionable ideas on how to grow HEPLISAV-B®, a core pillar of its own plan, which our Board and management team are already doing with great success. YOUR VOTE IS IMPORTANT – HELP ENSURE DYNAVAX'S CONTINUED MOMENTUM We do not believe the changes to the Board proposed by Deep Track are warranted or in the best interests of all stockholders. The current Dynavax Board is best equipped to guide the Company's strategy, with the expertise necessary to successfully drive enhanced stockholder value. Thank you for your support, The Dynavax Board of Directors Advisors Goldman Sachs & Co. LLC is serving as financial advisor to Dynavax and Cooley LLP is serving as legal counsel. About Dynavax Dynavax is a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines to help protect the world against infectious diseases. The Company has two commercial products, HEPLISAV-B® vaccine (Hepatitis B Vaccine (Recombinant), Adjuvanted), which is approved in the U.S., the European Union and the United Kingdom for the prevention of infection caused by all known subtypes of hepatitis B virus in adults 18 years of age and older, and CpG 1018® adjuvant, currently used in HEPLISAV-B and multiple adjuvanted COVID-19 vaccines. For more information about our marketed products and development pipeline, visit Forward-Looking Statements This communication contains 'forward-looking' statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements. Forward-looking statements can generally be identified by the use of words such as 'anticipate,' 'believe,' 'continue,' 'expect,' 'will,' 'may,' 'plan,' 'potential,' 'seek,' 'would' and similar expressions, or the negatives thereof, or they may use future dates. Forward-looking statements made in this document include statements regarding expected contributions from newly appointed directors, expectations regarding delivering value for our stockholders, our future growth, potential of our differentiated technology, timing of clinical trials and expected results, market share and size of the market, expected product revenue, our business strategy and long-term performance. Actual results may differ materially from those set forth in this communication due to the risks and uncertainties inherent in our business, including, the risk that circumstances surrounding or leading up to our 2025 Annual Meeting may change, risks relating to our ability to commercialize and supply HEPLISAV-B, and risks related to the implementation of our long-term growth objectives, as well as other risks detailed in the 'Risk Factors' section of our Annual Report on Form 10-K for the financial year ended December 31, 2024 and any periodic filings made thereafter, as well as discussions of potential risks, uncertainties and other important factors in our other filings with the U.S. Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, are qualified in their entirety by this cautionary statement and we undertake no obligation to revise or update information herein to reflect events or circumstances in the future, even if new information becomes available. Information on Dynavax's website at is not incorporated by reference in our current periodic reports with the SEC. Important Additional Information and Where to Find It On April 17, 2025, the Company filed a definitive proxy statement on Schedule 14A (the 'Proxy Statement') and form of accompanying GOLD proxy card with the U.S. Securities and Exchange Commission (the 'SEC') in connection with its 2025 Annual Meeting and its solicitation of proxies for the Company's director nominees and for other matters to be voted on. The Company may also file other relevant documents with the SEC regarding its solicitation of proxies for the 2025 Annual Meeting. This communication is not a substitute for any proxy statement or other document that the Company has filed or may file with the SEC in connection with any solicitation by the Company. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, ACCOMPANYING GOLD PROXY CARD AND OTHER RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a copy of the Proxy Statement, accompanying GOLD proxy card, any amendments or supplements to the Proxy Statement and any other relevant documents filed by the Company with the SEC at no charge at the SEC's website at Copies will also be available at no charge at the Company's website at Certain Information Regarding Participants This communication is neither a solicitation of a proxy or consent nor a substitute for any proxy statement or other filings that may be made with the SEC. The Company, its directors, its director nominees and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies for the 2025 Annual Meeting. Information regarding the names of such persons and their respective direct or indirect interests in the Company, by securities holdings or otherwise, is available in the Proxy Statement, which was filed with the SEC on April 17, 2025, including in the sections captioned 'Compensation Discussion and Analysis,' 'Summary Compensation Table,' 'Grants of Plan Based Awards,' 'Outstanding Equity Awards at Fiscal Year End,' 'Pay Ratio Disclosure,' 'Director Compensation,' 'Certain Transactions,' 'Security Ownership of Certain Beneficial Owners and Management,' and 'Supplemental Information Regarding Participants in the Solicitation.' To the extent that the Company's directors and executive officers have acquired or disposed of securities holdings since the applicable 'as of' date disclosed in the Proxy Statement, such transactions have been or will be reflected on Statements of Changes in Ownership of Securities on Form 4 or Initial Statements of Beneficial Ownership of Securities on Form 3 filed with the SEC. These documents are or will be available free of charge at the SEC's website at For Investors: Paul Cox [email protected] 510-665-0499 or MacKenzie Partners, Inc. Bob Marese / John Bryan Toll-Free: 1-800-322-2885 [email protected] For Media: Dan Moore / Tali Epstein [email protected] 1 Based on Dynavax stock price between March 31, 2020, and March 31, 2025. View original content to download multimedia: SOURCE Dynavax Technologies
Associated Press
17-04-2025
- Business
- Associated Press
Dynavax Files Definitive Proxy Statement and Sends Letter to Stockholders
Urges Stockholders to Vote 'FOR' All Four Dynavax Director Nominees on the GOLD Proxy Card Highlights Record Financial and Operational Results, Balanced Capital Allocation Strategy and Meaningful Board Refreshment Underscores Deep Track's Value Destructive, Short-Term Focus and Unnecessary Proxy Contest EMERYVILLE, Calif., April 17, 2025 /PRNewswire/ -- Dynavax Technologies Corporation (Nasdaq: DVAX) ('Dynavax' or the 'Company'), a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines, today announced that it has filed definitive proxy materials with the Securities and Exchange Commission ('SEC') in connection with its upcoming Annual Meeting of Stockholders scheduled to be held on June 11, 2025. Stockholders of record as of April 14, 2025, will be entitled to vote at the meeting. Dynavax's definitive proxy materials are available on the investor relations section of the Company's website at In conjunction with the definitive proxy filing, Dynavax is mailing a letter to the Company's stockholders. Highlights from the letter include: The full text of the letter being mailed to stockholders follows: Dear Fellow Stockholder, Your vote at our Annual Meeting on June 11, 2025, will be critically important this year. Deep Track Capital, a hedge fund, is attempting to replace four of our independent directors, including our Chairman, in pursuit of a short-term strategy that puts the value of your investment in Dynavax at risk. We urge you to vote 'FOR' Dynavax's four highly qualified director nominees on the GOLD universal proxy card today for the following reasons: It is imperative that the Company stay on the right course by continuing to execute on our commercial and R&D strategy with a balanced, thoughtful capital allocation plan. We strongly urge you to vote 'FOR' Dynavax's four recommended director nominees on the enclosed GOLD universal proxy card. DYNAVAX IS EXECUTING A CLEAR STRATEGY THAT IS GENERATING RECORD RESULTS AND DELIVERING STRONG RETURNS FOR STOCKHOLDERS Dynavax is a commercially successful vaccine company known for our leading hepatitis B vaccine, HEPLISAV-B®, and novel vaccine adjuvant technology, CpG 1018. Dynavax is in the strongest position it has ever been in, marked by consistently delivering record financial and operational results. In 2019, the Company shed its immuno-oncology business and entirely refocused its portfolio to prioritize its vaccine business and successfully launch HEPLISAV-B®. Under new executive leadership and a refreshed Board chaired by Scott Myers since October 2021, the Company is thriving in one of the most challenging biotechnology environments in a generation: Driving HEPLISAV-B® is one pillar of our overarching strategy. We expect the U.S. hepatitis B adult vaccine market to peak in 2030 and we are taking action now to advance our differentiated vaccine pipeline in order to enable long-term top-line growth and sustained value creation for stockholders. With our proven capability to bring products to market and a strong balance sheet, we are doing this in two ways: This strategy is supported by a disciplined capital allocation framework that protects the value of our core business while balancing strategic investments for future growth and return of capital to our stockholders. Dynavax announced a $200 million share repurchase program in November 2024 to be completed in 2025, $128.8 million of which has already been executed as of the end of the first quarter of 2025. We are one of few vaccine-focused biotechnology companies that have returned meaningful capital to stockholders. We also recently refinanced a majority of our outstanding Convertible Senior Notes, which extended the maturity date of most of our existing debt, lowered our overall cost of capital through improved terms, and reduced basic and diluted shares outstanding. We believe we executed this refinancing on a timely basis, which significantly strengthened our capital structure and further positioned us for successful execution of our strategy. THE DYNAVAX BOARD IS BEST POSITIONED TO ADVANCE OUR STRATEGY As Dynavax's strategy has evolved, so too has our Board to ensure our collective skillsets are truly representative of the current and future needs of the business. The Dynavax Board has been programmatically and meaningfully refreshed, resulting in a dynamic boardroom with new and varied perspectives. Our refreshment process – which has been in place long before Deep Track began its campaign – has been executed through rigorous selection criteria to identify industry leaders with highly specialized skills and experiences that are relevant to Dynavax's business. Today, the Board has significant and relevant public company experience, including serving as directors and C-suite executives of global healthcare organizations with a wide cross section of expertise across every function of the industry. We have also made important proactive corporate governance enhancements, including seeking your approval to declassify the Board of Directors. As a result of the changes we have made, including the appointment of two highly qualified new directors earlier this year, following the Annual Meeting, the Board will be comprised of nine directors, with six of our eight independent directors having been appointed since 2020. The Company's four director nominees play essential roles in designing and overseeing the execution of Dynavax's strategy: DEEP TRACK'S PLAN IS VALUE DESTRUCTIVE We have engaged with Deep Track consistently since it first became a Dynavax investor in 2022, including quarterly discussions with management and several meetings with our Chairman. Through August 2024, Deep Track was supportive of the Company's strategy and execution and repeatedly reiterated its support for management. Since launching its campaign against the Company in August 2024, Deep Track has demanded that Dynavax: increase the stock repurchase program to at least $400 million, enter into an expensive royalty financing leveraging HEPLISAV-B® to accelerate an outsized share repurchase program, abandon internal development efforts and business development and focus solely on HEPLISAV-B® commercialization, and ultimately seek to sell Dynavax as a single asset company. If executed, this plan would destroy stockholder value. Deep Track's plan would saddle the Company with high-cost debt, jeopardize our strong platform and inhibit our ability to invest in the growth of HEPLISAV-B®, internal development of our current pipeline, and future development of medicines and vaccines for patients, in exchange for a near-term payoff at a considerably lower value. Notwithstanding Deep Track's short-sightedness, we have not dismissed their requests. Since August 2024, the Company has had over 20 exchanges with Deep Track and we have offered four reasonable settlement proposals. We do not want this proxy contest and have made every effort to avoid it. Notably, we have offered to (1) appoint up to two of Deep Track's independent candidates and (2) have up to three incumbent directors step down. Deep Track refused all of our offers and has failed to negotiate in good faith – regularly introducing new settlement demands or going silent without warning. Most recently, after the filing of Dynavax's preliminary proxy, Deep Track approached us with yet another proposal that was not a meaningful step toward resolution, again insisting that Deep Track principal Brett Erkman and another Deep Track candidate replace two incumbent directors, but this time without a standstill restriction, while also re-balancing the Board's classes such that Deep Track could achieve majority turnover on the Board at our 2026 Annual Meeting. Deep Track appears to be misinterpreting our sincere and generous settlement proposals to avert a contested election as a baseline for additional demands that no reasonable Board could accept. We believe that Deep Track's campaign ultimately comes down to one objective: gain majority control of the Dynavax Board at the 2026 Annual Meeting in order to effectuate its value destructive plan, at the expense of all other stockholders, while not paying a control premium. Deep Track has made it abundantly clear that any settlement – including its latest proposal – must afford Deep Track the ability to obtain majority control of the Board at the 2026 Annual Meeting and must include the appointment of its own principal, Mr. Erkman, who the Board interviewed and found unqualified to serve as a director based on a lack of relevant skills and experience. It is our strong belief that Mr. Erkman, as a Deep Track employee, would not be open-minded or act with independence in the Boardroom – he is beholden to Deep Track. Replacing any of Dynavax's directors with Deep Track's nominees would leave Dynavax deficient in vital expertise that is needed at this critical moment – Deep Track's campaign would remove proven strategic leadership, essential vaccine expertise, senior public biotechnology and board experience and deep industry financial expertise. Simply put, Deep Track's nominees do not stack up. We remain unwavering in our commitment to act in the best interests of the Company and all stockholders. Dynavax's proposed Board slate is uniquely equipped to guide the Company's strategy and continue delivering enhanced value for you. Your vote is critical in protecting the future of our Company. Thank you for your support, The Dynavax Board of Directors Advisors Goldman Sachs & Co. LLC is serving as financial advisor to Dynavax and Cooley LLP is serving as legal counsel. About Dynavax Dynavax is a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines to help protect the world against infectious diseases. The Company has two commercial products, HEPLISAV-B® vaccine (Hepatitis B Vaccine (Recombinant), Adjuvanted), which is approved in the U.S., the European Union and the United Kingdom for the prevention of infection caused by all known subtypes of hepatitis B virus in adults 18 years of age and older, and CpG 1018® adjuvant, currently used in HEPLISAV-B and multiple adjuvanted COVID-19 vaccines. For more information about our marketed products and development pipeline, visit Forward-Looking Statements This communication contains 'forward-looking' statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements. Forward-looking statements can generally be identified by the use of words such as 'anticipate,' 'believe,' 'continue,' 'expect,' 'will,' 'may,' 'plan,' 'potential,' 'seek,' 'would' and similar expressions, or the negatives thereof, or they may use future dates. Forward-looking statements made in this document include statements regarding the Company's submission of a declassification proposal at its 2025 Annual Meeting, expected contributions from newly appointed directors, expectations regarding delivering value for our stockholders, our future growth, our differentiated technology, market share, expected product revenue, our business strategy and long-term performance. Actual results may differ materially from those set forth in this communication due to the risks and uncertainties inherent in our business, including, the risk that circumstances surrounding or leading up to our 2025 Annual Meeting may change, risks relating to our ability to commercialize and supply HEPLISAV-B, and risks related to the implementation of our long-term growth objectives, as well as other risks detailed in the 'Risk Factors' section of our Annual Report on Form 10-K for the financial year ended December 31, 2024 and any periodic filings made thereafter, as well as discussions of potential risks, uncertainties and other important factors in our other filings with the U.S. Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, are qualified in their entirety by this cautionary statement and we undertake no obligation to revise or update information herein to reflect events or circumstances in the future, even if new information becomes available. Information on Dynavax's website at is not incorporated by reference in our current periodic reports with the SEC. Important Additional Information and Where to Find It On April 17, 2025, the Company filed a definitive proxy statement on Schedule 14A (the 'Proxy Statement') and form of accompanying GOLD proxy card with the U.S. Securities and Exchange Commission (the 'SEC') in connection with its 2025 Annual Meeting and its solicitation of proxies for the Company's director nominees and for other matters to be voted on. The Company may also file other relevant documents with the SEC regarding its solicitation of proxies for the 2025 Annual Meeting. This communication is not a substitute for any proxy statement or other document that the Company has filed or may file with the SEC in connection with any solicitation by the Company. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, ACCOMPANYING GOLD PROXY CARD AND OTHER RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a copy of the Proxy Statement, accompanying GOLD proxy card, any amendments or supplements to the Proxy Statement and any other relevant documents filed by the Company with the SEC at no charge at the SEC's website at Copies will also be available at no charge at the Company's website at Certain Information Regarding Participants This communication is neither a solicitation of a proxy or consent nor a substitute for any proxy statement or other filings that may be made with the SEC. The Company, its directors, its director nominees and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies for the 2025 Annual Meeting. Information regarding the names of such persons and their respective direct or indirect interests in the Company, by securities holdings or otherwise, is available in the Proxy Statement, which was filed with the SEC on April 17, 2025, including in the sections captioned 'Compensation Discussion and Analysis,' 'Summary Compensation Table,' 'Grants of Plan Based Awards,' 'Outstanding Equity Awards at Fiscal Year End,' 'Pay Ratio Disclosure,' 'Director Compensation,' 'Certain Transactions,' 'Security Ownership of Certain Beneficial Owners and Management,' and 'Supplemental Information Regarding Participants in the Solicitation.' To the extent that the Company's directors and executive officers have acquired or disposed of securities holdings since the applicable 'as of' date disclosed in the Proxy Statement, such transactions have been or will be reflected on Statements of Changes in Ownership of Securities on Form 4 or Initial Statements of Beneficial Ownership of Securities on Form 3 filed with the SEC. These documents are or will be available free of charge at the SEC's website at For Investors: Paul Cox [email protected] 510-665-0499 or MacKenzie Partners, Inc. Bob Marese / John Bryan Toll-Free: 1-800-322-2885 [email protected] For Media: Dan Moore / Tali Epstein [email protected] 1Based on Dynavax stock price between March 31, 2020, and March 31, 2025. 2Based on Dynavax stock price between March 31, 2020, and March 31, 2025. 3Based on Dynavax stock price between March 31, 2020, and March 31, 2025. View original content to download multimedia: SOURCE Dynavax Technologies
