DEFA14A: Dynavax Urges Stockholders to Back Current Board, Citing Strong Performance and Strategic Success Ahead of Annual Meeting

Dynavax Technologies Corporation is strongly urging its stockholders to vote for its four director nominees at the upcoming June 11, 2025 Annual Meeting, emphasizing the company's successful strategic repositioning and significant long-term stockholder value creation.

Summary

• Dynavax Technologies Corporation is recommending stockholders vote FOR its four director nominees: Brent MacGregor, Scott Myers, Lauren Silvernail, and Elaine Sun, at the Annual Meeting on June 11, 2025.
• The company asserts that its strategic repositioning since 2019 and the current Board's plan are delivering significant stockholder value, contrasting this with Deep Track Capital's 'strip-mining plan' which Dynavax claims would destroy long-term value.
• Dynavax highlights its 203% total return to stockholders over the last five years (as of April 17, 2025), significantly outperforming vaccine peers (9% return) and the S&P Biotechnology Select Industry Index (-17%).
• The company reported consistently delivering record financial results, including Q1 2025, and generated over $950 million in revenue from business development between 2020 and 2022.
• Dynavax has executed over 85% of its $200 million share repurchase program authorized in November 2024, as of May 5, 2025.
• Independent proxy advisory firms ISS and Egan-Jones have recommended supporting Dynavax's director nominees, with ISS noting Deep Track's failure to present a compelling case and use of 'cherry picked and highly misleading materials'.
• Glass Lewis acknowledged Dynavax's significant stockholder returns, differentiated capital allocation, and high-caliber Board, while raising concerns about Deep Track's principal, Brett Erkman's, untested fiduciary experience.
• Dynavax argues its current directors possess essential strategic leadership, vaccine expertise, senior public biotechnology and M&A experience, and deep industry financial expertise, which Deep Track's candidates lack.

Sentiment

Score: 9

Explanation: The document exhibits a highly positive and confident sentiment from Dynavax's perspective, strongly defending its current strategy, board, and performance while aggressively refuting the dissident's claims and qualifications. The tone is assertive and self-assured, backed by strong financial performance metrics and endorsements from proxy advisory firms.

Positives

• Dynavax has achieved a 203% total return to stockholders over the last five years (as of April 17, 2025), significantly outperforming vaccine peers (9%) and the S&P Biotechnology Select Industry Index (-17%).
• The company has successfully executed a strategic repositioning of its business since 2019, leading to significant stockholder value.
• HEPLISAV-B has been positioned as the market-leading hepatitis B vaccine.
• Dynavax is consistently delivering record financial results, including for Q1 2025.
• Skilled business development generated over $950 million in revenue between 2020 and 2022.
• A disciplined capital allocation plan has seen over 85% of the $200 million share repurchase program (authorized November 2024) executed as of May 5, 2025.
• The Board has been thoughtfully reshaped with new, independent directors, with six of eight independent directors appointed since 2020, bringing highly specialized skillsets.
• Leading independent proxy advisory firms, ISS and Egan-Jones, recommend stockholders support all of Dynavax's director nominees.
• Glass Lewis acknowledged Dynavax's significant stockholder returns, differentiated capital allocation plan, and high-caliber Board.

Negatives

• Dynavax alleges Deep Track Capital has no experience developing and executing corporate strategy, operations, or finance.
• Deep Track's purported plan is described as a 'strip-mining plan' that would jeopardize a strong platform with significant long-term growth opportunities for a near-term payoff of considerably lower value.
• Dynavax states that Deep Track's nominees, Brett Erkman and Donald Santel, are far less qualified than current directors.
• Brett Erkman is characterized as beholden to his own hedge fund investors and having an untested fiduciary experience in a boardroom setting.
• Donald Santel is noted to lack vaccine industry experience and his public company executive experience ended ten years ago.
• ISS criticized Deep Track for failing to present a compelling case for change and using 'cherry picked and highly misleading materials' with a 'blatantly distorted TSR analysis'.

Risks

• Risks relating to the ability to commercialize and supply HEPLISAV-B.
• Risks that market size or actual demand for products may differ from expectations.
• Risks related to the timing of completion and results of current clinical studies.
• Risks related to the development and pre-clinical and clinical testing of vaccines containing CpG 1018 adjuvant.
• Risks related to the implementation of long-term growth objectives.
• Risks inherent in the business, including those detailed in the Risk Factors section of the Quarterly Report on Form 10-Q for the three months ended March 31, 2025, and other SEC filings.

Future Outlook

Dynavax's forward-looking statements include expectations regarding continued contributions from current directors, delivering value for stockholders, market share and size, business strategy, and long-term performance. The company aims to continue driving value for all stockholders through its current strategy and board composition.

Management Comments

• "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."
• "Simply put: there is no case for change, and changing course to Deep Tracks 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."
• "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."

Industry Context

This announcement is set within the biopharmaceutical and vaccine industry, highlighting the competitive landscape for market leadership (e.g., HEPLISAV-B in hepatitis B vaccines) and the importance of strategic execution and corporate governance. It also reflects the increasing prevalence of activist investor campaigns and proxy contests in the biotech sector, where long-term strategic vision often clashes with demands for short-term returns.

Comparison to Industry Standards

• Dynavax's 203% total return to stockholders over the last five years (as of April 17, 2025) significantly outperforms the 9% return of vaccine peers.
• The company's performance also contrasts sharply with the S&P Biotechnology Select Industry Index, which declined by 17% over the same five-year period, indicating strong relative performance within the broader biotech sector.

Corporate Governance

Stakeholder Impact

• **Shareholders**: Directly impacted by the outcome of the proxy vote, which will determine the future strategic direction and potential long-term value creation or destruction. The company emphasizes protecting and enhancing shareholder value.
• **Management and Board**: Their roles and strategic direction are being challenged, with the outcome determining their continued leadership and ability to execute the current plan.
• **Employees**: Implied impact on company stability and strategic focus, which could affect job security and morale depending on the outcome of the proxy contest.
• **Customers/Partners**: Continued commercialization and supply of products like HEPLISAV-B and CpG 1018 adjuvant depend on stable leadership and strategic execution.

Next Steps

• Stockholders are urged to vote FOR all four of Dynavax's director nominees on the GOLD proxy card as soon as possible.
• The 2025 Annual Meeting of Stockholders is scheduled for June 11, 2025.

Key Dates

Recommendation

Keywords

Dynavax Technologies Corporation, DVAX, Proxy Statement, Annual Meeting, Director Nominees, Corporate Governance, Shareholder Value, HEPLISAV-B, Vaccines, Biopharmaceutical, Proxy Fight, Deep Track Capital, Share Repurchase, Financial Performance, Hepatitis B Vaccine, CpG 1018 adjuvant