Innoviva (INVA) investor relations material

Executive summary

• The annual meeting is scheduled for May 4, 2026, with voting on four key proposals: election of five directors, advisory vote on executive compensation, ratification of Deloitte & Touche LLP as auditor, and approval of the 2026 Equity Incentive Plan.

• Shareholders of record as of March 9, 2026, are eligible to vote in person, by mail, phone, or internet.

• The Board recommends voting in favor of all proposals and has provided detailed proxy materials and voting instructions.

Voting matters and shareholder proposals

• Proposal 1: Elect five directors for a one-year term; all nominees are current directors and recommended by the Board.

• Proposal 2: Advisory (non-binding) vote to approve executive compensation (Say-on-Pay).

• Proposal 3: Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026.

• Proposal 4: Approval of the 2026 Equity Incentive Plan, reserving 9,000,000 shares for issuance.

• No other shareholder nominations for directors were received; deadlines for 2027 proposals are specified.

Board of directors and corporate governance

• The Board consists of five directors, with a majority deemed independent under Nasdaq standards.

• Board committees: Audit, Compensation, and Nominating/Corporate Governance, all comprised of independent directors.

• Chairperson and CEO roles are separated; Mark A. DiPaolo serves as independent Chair.

• Directors are subject to majority voting in uncontested elections and must tender conditional resignations if not re-elected.

• Stockholder communications and director nomination procedures are established.