NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
MAY 23, 2019JUNE 3, 2022
On Thursday, May 23, 2019,Friday, June 3, 2022, VirnetX Holding Corporation will hold its 20192022 Annual Meeting of Stockholders at 9:10:00 a.m. Pacific Time. We refer to the 20192022 Annual Meeting of Stockholders, together with any postponements, adjournments or other delays thereof, as the Annual Meeting. You may attend the Annual Meeting by visiting https://agm.issuerdirect.com/vhc, where you will be able to listen to the meeting live and submit questions limited to the proposals described in the Proxy Statement.
If you are an objecting or non-objecting beneficial owner (that is, if your shares are held at a brokerage), please email info@virnetx.com for verification and to receive your control identification number and a company-issued password from us to attend the Annual Meeting. To vote, visit https://central.proxyvote.com/pv/web, where you will also be asked to enter your control identification number located on your Proxy Card, received from Broadridge Financial Solutions, Inc.
If you are a registered stockholder, you will only need to enter the control identification number, request identification number, and password located on your Notice of Internet Availability (Notice and Access) Card, received from Issuer Direct Corporation, to both attend the meeting by visiting https://agm.issuerdirect.com/vhc and vote by visiting www.iproxydirect.com/VHC.
If it is unclear whether you are an objecting or non-objecting beneficial owner or whether you are a registered stockholder, you may email info@virnetx.com to confirm.
Prior to the Annual Meeting, you may also submit questions relating to the proposals and VirnetX's business generally by emailing info@virnetx.com by June 1, 2022. We will review these questions and answer as many as possible in the time allotted for the meeting.
The Annual Meeting will be held at the MontBleu Resort Casino & Spa - South Lake Tahoe, 55 Highway 50, Stateline, Nevada 89449, for the following purposes:
1.
| To elect Michael F. Angelo as our Class III director; |
2.
| To ratify the appointment of Farber Hass Hurley LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and |
3.
| To transact such other business that may properly come before the Annual Meeting. |
to elect Michael F. Angelo as our Class III director;
to ratify the appointment of Farber Hass Hurley LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019; and
to transact such other business that may properly come before the Annual Meeting.
The foregoing items of business are further described in the proxy statement accompanying this notice (the “Proxy Statement”). Included with the Proxy Statement is a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018,2021 (“fiscal 2021”), as filed with the Securities and Exchange Commission (the “SEC”) on March 18, 201916, 2022 (the “Annual Report”). We encourage you to read the Annual Report. It includes our audited financial statements and information about our operations, markets and products. The close of business on April 1, 20198, 2022 has been fixed by our board of directors as the record date for the determination of stockholders entitled to notice of, and to vote at, our Annual Meeting (the “Record Date”). As of the Record Date, there were 68,104,00171,232,856 shares of common stock issued and outstanding. Stockholders of record as of April 1, 2019the Record Date may vote at the Annual Meeting.