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.     )
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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	
☒	Definitive Additional Materials	
☐	Soliciting Material Pursuant to §240.14a-12	
Vical Incorporated
 
(Name of Registrant as Specified In Its Charter)
N/A
 
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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 25, 2017	

 
VICAL INCORPORATED

													

Meeting Information	 	 	
	 		 		 	 
Meeting Type:   Annual Meeting
 	 	 	
	 		 		 	For holders as of:   March 28, 2017
 	 	 	
	 		 		 	Date:   May 25, 2017
 	 	        Time: 8:00 AM PDT	 	 	
	 		 		 	Location:   Cooley, LLP
 	 	 	
	 		 		 	     4401 Eastgate Mall
 
    San Diego, Ca 92121

 

    

	 		 	 	 		 		 		 		

	 		 	 
 
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         (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         (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 11, 2017 to facilitate timely delivery.

					
         	 		  	—    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         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	 	 
Robert C. Merton	 	 
02     Vijay B. Samant	 		
	 	 
The Board of Directors recommends you vote FOR the following proposal(s):	 		
	 	 
2	 	 
To approve an amendment to the Company’s Restated Certificate of Incorporation to reduce the authorized number of shares of the Company’s common stock from 160,000,000 shares to 50,000,000 shares.	 		
	 	 
3	 	 
To amend the Company’s Amended and Restated Stock Incentive Plan to increase the aggregate number of shares of the Company’s common stock authorized for issuance under the plan by 500,000 shares.	 		
	 	 
4	 	 
To approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the accompanying proxy statement.	 		
	 	 
The Board of Directors recommends you vote 1 YEAR on the following proposal:	 		
	 	 
5	 	 
An advisory vote on the preferred frequency of stockholder advisory voting on the compensation paid to the Company’s named executive officers.	 		
	 	 
The Board of Directors recommends you vote FOR the following proposal(s):	 		
	 	 
6	 	 
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, 2017.

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

	 		 		

	 		 		

 

	 	Voting Instructions