Dynavax Files Preliminary Proxy Statement
Dynavax Technologies (DVAX) has filed preliminary proxy materials for its 2025 Annual Meeting, highlighting record operational and financial performance. The company's Board nominated four independent directors for reelection while emphasizing their successful strategy that delivered approximately 300% total stockholder returns over the past five years.
HEPLISAV-B® achieved record revenues of $268 million in 2024 with 44% U.S. market share, projecting $305-325 million in net product revenue for 2025. The company has generated about $950 million in revenue from COVID-19 pandemic-related business development.
The filing addresses ongoing engagement with Deep Track, which seeks Board control to implement what Dynavax describes as a short-term focused plan. Deep Track advocates for focusing solely on HEPLISAV-B commercialization and leveraging debt for immediate capital returns, which the current Board opposes as potentially risking long-term value creation.
Dynavax Technologies (DVAX) ha presentato materiali preliminari per il suo Meeting Annuale del 2025, evidenziando prestazioni operative e finanziarie record. Il Consiglio dell'azienda ha nominato quattro direttori indipendenti per il rinnovo della carica, sottolineando la loro strategia di successo che ha generato circa 300% di ritorno totale per gli azionisti negli ultimi cinque anni.
HEPLISAV-B® ha raggiunto ricavi record di $268 milioni nel 2024 con una quota di mercato del 44% negli Stati Uniti, prevedendo un fatturato netto da prodotto di $305-325 milioni per il 2025. L'azienda ha generato circa $950 milioni di ricavi da attività di sviluppo legate alla pandemia di COVID-19.
Il deposito affronta il continuo coinvolgimento con Deep Track, che cerca il controllo del Consiglio per attuare quello che Dynavax descrive come un piano a breve termine. Deep Track sostiene di concentrarsi esclusivamente sulla commercializzazione di HEPLISAV-B e di sfruttare il debito per ritorni di capitale immediati, cosa che l'attuale Consiglio si oppone, ritenendo possa mettere a rischio la creazione di valore a lungo termine.
Dynavax Technologies (DVAX) ha presentado materiales preliminares de poder para su Reunión Anual de 2025, destacando un rendimiento operativo y financiero récord. La Junta de la compañía nominó a cuatro directores independientes para la reelección, enfatizando su exitosa estrategia que ha proporcionado aproximadamente 300% de retorno total para los accionistas en los últimos cinco años.
HEPLISAV-B® logró ingresos récord de $268 millones en 2024 con una cuota de mercado del 44% en EE. UU., proyectando $305-325 millones en ingresos netos por producto para 2025. La compañía ha generado alrededor de $950 millones en ingresos derivados del desarrollo empresarial relacionado con la pandemia de COVID-19.
La presentación aborda el compromiso continuo con Deep Track, que busca el control de la Junta para implementar lo que Dynavax describe como un plan enfocado a corto plazo. Deep Track aboga por concentrarse únicamente en la comercialización de HEPLISAV-B y aprovechar la deuda para retornos de capital inmediatos, lo que la Junta actual se opone, ya que podría poner en riesgo la creación de valor a largo plazo.
다이나박스 테크놀로지스 (DVAX)는 2025년 연례 회의를 위한 예비 위임장 자료를 제출하며 기록적인 운영 및 재무 성과를 강조했습니다. 회사의 이사회는 재선거를 위해 네 명의 독립 이사를 지명했으며, 지난 5년 동안 약 300%의 주주 총 수익을 달성한 성공적인 전략을 강조했습니다.
HEPLISAV-B®는 2024년에 2억 6,800만 달러의 기록적인 수익을 달성했으며, 미국 시장 점유율은 44%로, 2025년에는 3억 5천만 - 3억 2천5백만 달러의 순제품 수익을 예상하고 있습니다. 이 회사는 COVID-19 팬데믹 관련 사업 개발로 약 9억 5천만 달러의 수익을 올렸습니다.
이번 제출은 단기 집중 계획을 실행하기 위해 이사회 통제를 추구하는 Deep Track과의 지속적인 참여를 다루고 있습니다. Deep Track은 HEPLISAV-B 상업화에만 집중하고 즉각적인 자본 수익을 위해 부채를 활용할 것을 주장하지만, 현재 이사회는 장기 가치 창출의 위험이 있다고 반대하고 있습니다.
Dynavax Technologies (DVAX) a déposé des documents préliminaires de procuration pour sa Réunion Annuelle de 2025, mettant en avant des performances opérationnelles et financières record. Le Conseil de l'entreprise a nommé quatre administrateurs indépendants pour le renouvellement, soulignant leur stratégie réussie qui a généré environ 300 % de retour total pour les actionnaires au cours des cinq dernières années.
HEPLISAV-B® a atteint des revenus record de 268 millions de dollars en 2024 avec une part de marché de 44 % aux États-Unis, prévoyant des revenus nets de produit de 305-325 millions de dollars pour 2025. L'entreprise a généré environ 950 millions de dollars de revenus liés au développement commercial pendant la pandémie de COVID-19.
Le dépôt aborde l'engagement continu avec Deep Track, qui cherche à prendre le contrôle du Conseil pour mettre en œuvre ce que Dynavax décrit comme un plan axé sur le court terme. Deep Track plaide pour se concentrer uniquement sur la commercialisation de HEPLISAV-B et pour utiliser la dette afin d'obtenir des retours de capital immédiats, ce que le Conseil actuel s'oppose, considérant cela comme un risque potentiel pour la création de valeur à long terme.
Dynavax Technologies (DVAX) hat vorläufige Proxy-Materialien für die Jahreshauptversammlung 2025 eingereicht und dabei die rekordverdächtigen Betriebs- und Finanzleistungen hervorgehoben. Der Vorstand des Unternehmens nominierte vier unabhängige Direktoren zur Wiederwahl und betonte ihre erfolgreiche Strategie, die in den letzten fünf Jahren etwa 300 % Gesamtrendite für Aktionäre geliefert hat.
HEPLISAV-B® erzielte 2024 Rekordumsätze von 268 Millionen US-Dollar mit einem Marktanteil von 44 % in den USA und prognostiziert 305-325 Millionen US-Dollar an Nettoumsatz für 2025. Das Unternehmen hat etwa 950 Millionen US-Dollar an Umsatz aus geschäftlichen Entwicklungen im Zusammenhang mit der COVID-19-Pandemie generiert.
Die Einreichung behandelt das fortlaufende Engagement mit Deep Track, das die Kontrolle über den Vorstand anstrebt, um das umzusetzen, was Dynavax als kurzfristig fokussierten Plan beschreibt. Deep Track setzt sich dafür ein, sich ausschließlich auf die Kommerzialisierung von HEPLISAV-B zu konzentrieren und Schulden für sofortige Kapitalrenditen zu nutzen, was der derzeitige Vorstand als potenzielles Risiko für die langfristige Wertschöpfung ablehnt.
- Record HEPLISAV-B revenue of $268M in 2024 with 44% market share
- Projected revenue growth to $305-325M for HEPLISAV-B in 2025
- Generated $950M from COVID-19 related business development
- 300% total stockholder returns over past five years
- $200M share repurchase program in place
- Ongoing board control dispute with major shareholder Deep Track
- Risk of potential business strategy shift if Deep Track gains control
Insights
This proxy battle between Dynavax and activist investor Deep Track represents a critical juncture for the company's strategic direction. Dynavax is showcasing strong commercial performance with HEPLISAV-B generating
Deep Track's approach appears focused on extracting near-term value by positioning Dynavax as a single-asset company with high-cost debt to fund immediate capital returns. This strategy would potentially sacrifice the company's adjuvant technology platform (CpG 1018) that generated approximately
The fundamental disagreement centers on capital allocation: Dynavax's balanced approach of reinvesting in pipeline development while returning capital through a
This governance dispute introduces execution risk regardless of outcome. If Deep Track prevails, the company would likely take on substantial debt and narrow its focus exclusively to HEPLISAV-B commercialization. If management prevails, they maintain strategic flexibility but face continued pressure from an unsatisfied major shareholder.
This proxy contest highlights classic tensions between long-term strategic vision and short-term shareholder returns. Dynavax has proactively refreshed its board, appointing six new independent directors since 2020, including two industry veterans in January 2025. The board's commitment to phased declassification by 2028 demonstrates responsiveness to modern governance practices.
The company's engagement efforts—nearly 20 exchanges with Deep Track and four settlement proposals—reflect proper director fiduciary duty. However, Deep Track's insistence on a path to majority control by 2026 and board representation for its fund representative suggests motivation beyond typical governance improvements.
Deep Track's demand that Dynavax abandon pipeline development in favor of maximizing returns from HEPLISAV-B represents a fundamental strategic disagreement rather than mere governance reform. Their proposal to collateralize the company's primary commercial asset to finance immediate capital returns introduces significant financial risk that could constrain future strategic options.
This situation exemplifies the challenges boards face when activist investors pursue aggressive board control tactics. The board's willingness to consider qualified Deep Track nominees while rejecting those deemed unsuitable demonstrates appropriate balance between shareholder responsiveness and maintaining expertise needed for effective oversight. The nomination of four independent directors for reelection provides continuity during this contested period while the phased board refreshment approach maintains institutional knowledge.
Dynavax's Board is Overseeing Record Operational and Financial Performance
Outlines Extensive Engagement with Deep Track and Multiple Attempts to Reach a Resolution
As described in the preliminary proxy filing, Dynavax's strategy is working, and the Board and management team are best positioned to build on the Company's momentum. In addition to detailing the Board's extensive engagement with Deep Track to date, the Company announced that its Board has nominated a slate consisting of four independent directors – Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun – for reelection at the 2025 Annual Meeting.
- Overseen by a Board with the right skills and relevant industry experience, the Company is consistently delivering record financial and operational results.
- Dynavax has a proven track record of growth and value creation, driven by strategic investment and operational excellence that has delivered total stockholder returns of approximately
300% over the past five years, far exceeding the performance of the NASDAQ Biotechnology Index and the S&P Biotechnology Select Industry Index. - The Company has established HEPLISAV-B® as the market share leader in the
U.S. adult Hepatitis B market and delivered record 2024 revenues for HEPLISAV-B® of$268 million 44% total market share in theU.S. and expects 2025 to be a banner year with expected net product revenue of$305 million $325 million - The Company has also recognized approximately
$950 million - Dynavax's rapid market gains and growth of HEPLISAV-B is complemented by a disciplined and balanced capital allocation framework that weighs investments in internal assets leveraging its novel vaccine adjuvant technology, CpG 1018, to build sustainable growth and continued category leadership while also returning capital to stockholders, including through the Company's current
$200 million
- Dynavax has a proven track record of growth and value creation, driven by strategic investment and operational excellence that has delivered total stockholder returns of approximately
- The Dynavax Board has been programmatically and meaningfully refreshed and is committed to a phased approach to declassification.
- Since 2020, with the assistance of a leading independent search firm, the Board has been actively and meaningfully refreshed with the necessary expertise to support the execution of Dynavax's evolving strategy. The Board has been thoughtful in identifying industry leaders with highly specialized skillsets that are directly relevant to the Company.
- More recently, beginning in August 2024 – prior to Deep Track's current campaign – and throughout the remainder of the year, the Board focused its search for individuals with specific vaccine research and development and capital markets/finance expertise, two critical focus areas for Dynavax.
- In January 2025, Dynavax appointed two highly experienced industry veterans – Emilio Emini, Ph.D., and Lauren Silvernail – and announced that two current directors would transition off the Board at the 2025 Annual Meeting. As a result of these changes, following the 2025 Annual Meeting, the Board will comprise nine directors, with six of its eight independent directors having been appointed since 2020.
- Following regular Board discussions regarding the Company's governance provisions over the past several years, in January 2025, Dynavax announced the Board's intention to seek stockholder approval at the 2025 Annual Meeting for a phased declassification, such that beginning with the Company's 2028 Annual Meeting, all directors will be annually elected.
- In stark contrast to the Dynavax Board's steadfast focus on long-term value creation, Deep Track is fixated on taking control of the Board to execute a short-term plan that would risk current execution and long-term value creation potential, as demonstrated by its unwillingness to compromise on a resolution.
- Throughout the Company's consistent engagement with Deep Track since it first became an investor in 2022 and until recently, Deep Track has been supportive of the Company's strategy and execution and repeatedly reiterated its support for Dynavax management.
- Since beginning its campaign in August 2024, Deep Track has demanded that Dynavax focus solely on HEPLISAV-B commercialization and abandon its efforts to build long-term stockholder value. Deep Track's plan is to position Dynavax as a single-asset company with high-cost debt, over-lever the Company, and collateralize the Company's foundational commercial asset in order to return capital immediately to stockholders. Deep Track is employing a short-term plan for Dynavax, jeopardizing a successful platform with significant long-term growth opportunities in exchange for a near-term payoff of a considerably lower value.
- Notwithstanding this short-term focus, the Dynavax Board has made a concerted effort to reach an amicable resolution, which included nearly 20 exchanges with Deep Track, interviewing all three candidates Deep Track made available, and offering four settlement proposals. Each of the Board's settlement proposals included Board change – including adding multiple independent Deep Track candidates in the Company's last offer – and having incumbent directors step down in a methodical way. In response, Deep Track either changed its demands, summarily rejected the proposals, or did not respond.
- On multiple occasions, Deep Track reiterated that any settlement must afford Deep Track the opportunity to gain majority control of the Board at the 2026 Annual Meeting and must include Brett Erkman, Deep Track's fund representative, whom the Board interviewed and found unqualified to serve as a director based on a lack of relevant skills and experience.
As the Board's actions have demonstrated, Dynavax is open to the addition of qualified directors who have independent perspectives and would help guide the Company's value creation strategy. The Board believes Deep Track's nearsighted plan runs counter to the long-term interests of the Company's investors. The Dynavax Board remains unwavering in its commitment to act in the best interests of the Company and all stockholders, not only those of Deep Track.
The Company looks forward to continued engagement with stockholders and in the coming weeks will provide stockholders with additional information as the 2025 Annual Meeting approaches.
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
Forward-Looking Statements
This press release 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," "estimate," "expect," "intend," "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 plans to submit a declassification proposal at its 2025 Annual Meeting, expected contributions from newly appointed directors, the planned resignation of certain directors, expectations regarding delivering value for our stockholders, our future growth, market share, expected product revenue and long-term performance. Actual results may differ materially from those set forth in this press release 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
Important Additional Information and Where to Find It
On April 3, 2025, the Company filed a preliminary proxy statement on Schedule 14A (the "Proxy Statement") and form of accompanying GOLD proxy card with the
Certain Information Regarding Participants
This press release 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 3, 2025, and will be included in the Company's definitive proxy statement, once available, 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 www.sec.gov.
For Investors:
Paul Cox
pcox@dynavax.com
510-665-0499
or
MacKenzie Partners, Inc.
Bob Marese/John Bryan
Toll-Free: 1-800-322-2885
Email: DVAX@mackenziepartners.com
For Media:
Collected Strategies
Dan Moore / Tali Epstein
Dynavax-CS@collectedstrategies.com
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SOURCE Dynavax Technologies
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