---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-23-021649"
form_type: "8-K"
ticker: "GOVX"
cik: "0000832489"
company_name: "GeoVax Labs, Inc."
filed_at: "2023-08-02T23:59:59+00:00"
generated_at: "2026-06-12T15:47:38.403224+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# GeoVax stockholders approve share increase to 2.25M and 2023 stock plan

## Summary
- Approved increase in 2020 Stock Incentive Plan from 1.5M to 2.25M shares.
- Approved new 2023 Stock Incentive Plan; broker non-votes on both items were 7.2M.
- All seven director nominees (Chase, Dodd, Kollintzas, Lemerond, McNally, Morgan, Spencer) elected.
- Ratification of Wipfli LLP as independent auditor passed with 12.4M for, 543K against.
- Advisory vote on executive compensation approved; future advisory votes set for 3-year cycle.

## SEC filing metadata
- accession: 0001437749-23-021649
- form_type: 8-K
- ticker: GOVX
- cik: 0000832489
- company_name: GeoVax Labs, Inc.
- filed_at: 2023-08-02T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/832489/000143774923021649/0001437749-23-021649-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/832489/000143774923021649/govx20230802_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-021649
- JSON: https://secwatch.observer/filing/0001437749-23-021649.json
- Plain text: https://secwatch.observer/filing/0001437749-23-021649.txt

## Key facts
- Shareholder Votes
  GeoVax Labs, Inc. shareholders approved Election of Directors at the 2023-08-01 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-08-01
  source text: Election of Directors Our stockholders voted to elect the slate of directors consisting of seven members to hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified. There were a total of 7,216,927 broker non-votes on this item.
  evidence_url: https://www.sec.gov/Archives/edgar/data/832489/000143774923021649/0001437749-23-021649-index.htm
- Shareholder Votes
  GeoVax Labs, Inc. shareholders approved Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers at the 2023-08-01 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-08-01
  source text: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers Our stockholders approved, on an advisory basis, the frequency of future advisory votes on the compensation of our Named Executive Officers (as defined in the Proxy Statement). The determination was to hold such advisory votes on a three-year cycle.
  evidence_url: https://www.sec.gov/Archives/edgar/data/832489/000143774923021649/0001437749-23-021649-index.htm
- Shareholder Votes
  GeoVax Labs, Inc. shareholders approved Increase in Shares Subject to the GeoVax Labs, Inc. 2020 Stock Incentive Plan at the 2023-08-01 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-08-01
  source text: Increase in Shares Subject to the GeoVax Labs, Inc. 2020 Stock Incentive Plan Our stockholders approved an increase in the aggregate number of shares of common stock subject to the GeoVax Labs, Inc. 2020 Stock Incentive Plan from 1,500,000 shares to 2,250,000 shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/832489/000143774923021649/0001437749-23-021649-index.htm
- Shareholder Votes
  GeoVax Labs, Inc. shareholders approved Advisory Vote on the Compensation of our Named Executive Officers at the 2023-08-01 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-08-01
  source text: Advisory Vote on the Compensation of our Named Executive Officers Our stockholders approved, on an advisory basis, the compensation of our Named Executive Officers (as defined in the Proxy Statement).
  evidence_url: https://www.sec.gov/Archives/edgar/data/832489/000143774923021649/0001437749-23-021649-index.htm
- Shareholder Votes
  GeoVax Labs, Inc. shareholders approved Ratification of Independent Auditor at the 2023-08-01 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-08-01
  source text: Ratification of Independent Auditor Our stockholders approved the ratification of Wipfli LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/832489/000143774923021649/0001437749-23-021649-index.htm
- Shareholder Votes
  GeoVax Labs, Inc. shareholders approved Approval of the GeoVax Labs, Inc. 2023 Stock Incentive Plan at the 2023-08-01 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-08-01
  source text: Approval of the GeoVax Labs, Inc. 2023 Stock Incentive Plan Our stockholders approved the GeoVax Labs, Inc. 2023 Stock Incentive Plan.
  evidence_url: https://www.sec.gov/Archives/edgar/data/832489/000143774923021649/0001437749-23-021649-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.