Novanta (NOVT) investor relations material

Executive summary

• The annual meeting will be held virtually on May 28, 2026, with shareholders able to vote and ask questions online.

• Key proposals include electing nine directors, an advisory vote on executive compensation, and appointing Deloitte & Touche LLP as auditor.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Shareholders will vote on the election of nine directors, approval of executive compensation (say-on-pay), and the appointment of Deloitte & Touche LLP as auditor.

• Cumulative voting is permitted for director elections, and a majority of votes cast is required for approval.

• Shareholders may submit proposals for the 2027 meeting by December 30, 2026, and director nominations by January 24, 2027.

Board of directors and corporate governance

• The Board consists of nine directors, eight of whom are independent; the Chair and CEO roles are combined.

• Board committees include Audit, Compensation, ESG, and Transaction Committees, all chaired by independent directors.

• The ESG Committee oversees board nominations, governance, sustainability, and cybersecurity.

• Annual board and committee self-evaluations are conducted, and director tenure and age limits are in place.