INNOVATE (VATE) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 12, 2025, with voting available online, by phone, or by mail.

• Key 2024 highlights include a $19M rights offering, a $35M capital raise, a 1-for-10 reverse stock split, and strong segment performance in infrastructure, life sciences, and broadcasting.

• The company emphasizes active stockholder engagement and transparency, with materials available online and by request.

Voting matters and shareholder proposals

• Four proposals: election of four directors, advisory vote on executive compensation (Say on Pay), advisory vote on frequency of Say on Pay (recommended annually), and ratification of BDO USA, P.C. as auditor.

• Board recommends voting for all director nominees, for Say on Pay, for annual Say on Pay frequency, and for auditor ratification.

• Shareholders of record as of April 21, 2025, are eligible to vote; each share of common and preferred stock (on an as-converted basis) gets one vote.

Board of directors and corporate governance

• Board consists of four independent directors: Avram A. Glazer (Chair), Warren H. Gfeller, Brian S. Goldstein, and Amy M. Wilkinson.

• All directors are independent under NYSE standards and serve on Audit, Compensation, and Nominating and Governance Committees.

• Board leadership is separated between Chairman and CEO; directors are encouraged to attend education programs and annual meetings.

• Director nomination process values diversity of experience and skills; stockholders can recommend candidates.