Washington, D.C. 20549



Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )



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Preliminary Proxy Statement



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Definitive Proxy Statement



Definitive Additional Materials



Soliciting Material under §240.14a-12


HilleVax, Inc.

(Name of Registrant as Specified In Its Charter)


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


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HILLEVAX P.O. BOX 8016, CARY, NC 27512-9903 Your vote matters! Scan QR for digital voting HilleVax, Inc. Annual Meeting of Stockholders Thursday, June 6, 2024 12:00 PM, Eastern Time Annual Meeting to be held live via the Internet - please visit for more details. You must register to attend the meeting online and/or participate by 5:00 p.m. Eastern Time on June 5, 2024 at For a convenient way to view proxy materials, VOTE, and obtain directions to attend the meeting go to To vote your proxy while visiting this site, you will need the 12 digit control number in the box below. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting. Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the internet. If you want to receive a paper or e-mail copy of the proxy material, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year's meeting, you must make this request on or before May 27, 2024. Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting To Be Held On June 6, 2024 For Stockholders of record as of April 11, 2024 To order paper materials, use one of the following methods. R Internet: Call: 1-866-648-8133 Email: * If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located below) in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail requesting material. Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. SEE REVERSE FOR FULL AGENDA Copyright © 2024 BetaNXT, Inc. or its affiliates. All Rights Reserved


HILLEVAX THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ON PROPOSALS 1, 2 AND 3 1. 2. HilleVax, Inc. Annual Meeting of Stockholders PROPOSAL To elect three directors to serve as Class II directors for a three-year term to expire at the 2027 annual meeting of stockholders. 1.01 Gary Dubin, M.D. 1.02 Patrick Heron 1.03 Jaime Sepulveda, M.D., D.Sc., M.P.H. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. 3. To approve an amendment to our Amended and Restated Certificate of Incorporation to reflect Delaware law provisions to permit exculpation of certain officers. 4. To transact such other business as may properly come before the meeting or any adjournment thereof.