UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

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¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
x Definitive Additional Materials
¨ Soliciting Material Pursuant to §240.14a-12

Vical Incorporated

 

(Name of Registrant as Specified In Its Charter)

N/A

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 20, 2016

 

      

 

           
        

 

Meeting Information

     
  VICAL INCORPORATED       

 

Meeting Type:   Annual Meeting

 

     
        

For holders as of:   March 23, 2016

 

     
        

Date:   May 20, 2016

 

 

        Time: 8:00 AM PDT

     
        

Location:   Cooley, LLP

 

     
        

     4401 Eastgate Mall

 

    San Diego, Ca 92121

 

    

 

    

 

    

 

     

 

      

 

         
      

 

         
      

 

         
      

 

         

LOGO

 

      

 

 

You are receiving this communication because you hold shares in the above named company.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

        

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

                
                

—    Before You Vote   —

How to Access the Proxy Materials

 

    

Proxy Materials Available to VIEW or RECEIVE:

   
    

 

1. Annual Report    2. Notice & Proxy Statement

   
    

 

How to View Online:

   
    

 

Have the information that is printed in the box marked by the arrow   LOGO      (located on the following page) and visit: www.proxyvote.com.

   
    

 

How to Request and Receive a PAPER or E-MAIL Copy:

   
    

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

   
    

1)  BY INTERNET :

 

www.proxyvote.com

   
    

2)  BY TELEPHONE :

 

1-800-579-1639

   
    

3)  BY E-MAIL* :

 

sendmaterial@proxyvote.com

   
    

*   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow   LOGO      (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 08, 2016 to facilitate timely delivery.

 

   
      

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—    How To Vote   —

Please Choose One of the Following Voting Methods

 

 
          
    

Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “ legal proxy. ” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow   LOGO      available and follow the instructions.

 

Vote By Mail : You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

 

   
      

   Voting items       
 

The Board of Directors recommends that you

 

vote FOR the following:

 

1.

 

Election of Directors

   

Nominees

 
 

01

 

Gary A. Lyons

 

02     Thomas E. Shenk

 

The Board of Directors recommends you vote FOR the following proposal(s):

 

2

 

To approve, an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, as determined by the Board of Directors at its discretion, of a ratio of not less than 1-for-10 and not more than 1-for-30.

 

3

 

To amend the Company’s Amended and Restated Stock Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under the plan by 4,000,000 shares.

 

4

 

To approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the accompanying Proxy Statement.

 

5

 

To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2016.

     
 

 

 

 

NOTE:   Such other business as may properly come before the meeting or any adjournment thereof.

 

 

 

 

LOGO

 

 

 

Voting Instructions

 

 

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