Vaxcyte board sees director change as Lukatch retires, Markels joins

Vaxcyte, Inc. disclosed in a Form 8-K dated July 13, 2026 that Heath Lukatch notified the Board of Directors of Vaxcyte of his retirement from the Board, effective as of July 16, 2026.¹ The company said the retirement was not linked to any disagreement or dispute with the company.¹ Vaxcyte also stated that Dr. Lukatch had served on the board for more than eight years and thanked him for his contributions.¹

At the same time, the Board, on recommendation of its Nominating and Corporate Governance Committee, appointed John Markels as a Class II director, effective July 16, 2026.¹ His term is set to expire at the company's 2028 annual meeting of stockholders.¹ Markels was also appointed to the Audit Committee and Compensation Committee of the Board.¹

Vaxcyte said the Board determined that Dr. Markels qualifies as an independent director under Nasdaq Rule 5605(a)(2) listing standards.¹ The filing noted there are no arrangements or understandings between Markels and any other persons related to his selection as a director,¹ and no transactions involving the company and Markels that would require reporting under Item 404(a) of Regulation S-K.¹

Under Vaxcyte's director compensation program, Markels will be compensated per the company's non-employee director program described in its April 23, 2026 proxy statement, with the current annual equity grant value set at $430,000.¹ The company also noted it has entered into its standard indemnification agreement with Markels.¹