The 2025 say-on-pay vote received only 64% support, which is below the 70% threshold that normally requires visible changes — however, Vaxcyte conducted an extensive engagement effort reaching stockholders holding approximately 85% of shares outstanding, identified the specific concern (large one-time equity awards granted in 2024), committed in writing to avoid future one-time awards except in extraordinary circumstances, and made no such awards in 2025. The pay structure is overwhelmingly variable and at-risk (approximately 93% of total target compensation), which satisfies the pay-mix test, and the CEO's total compensation of approximately $14.5 million is benchmarked against a peer group where Vaxcyte sits near the median, with pay-for-performance alignment shown at the 33rd percentile of the peer group on both relative TSR and realizable pay. Because the company made visible, concrete changes directly responsive to the prior-year shareholder feedback, a FOR vote is appropriate.

Deloitte has served since 2017 (approximately 9 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees (tax advisory) of $323,393 represent approximately 17% of audit fees of $1,869,696, comfortably below the 50% threshold; no material restatements were disclosed; and Deloitte is a Big 4 firm appropriate for a company of Vaxcyte's $8.8 billion market cap.