Innventure (INV) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 17, 2026, with voting open to stockholders of record as of April 20, 2026.

• Key proposals include electing three Class II directors and ratifying the appointment of Withum Smith + Brown, P.C. as the independent auditor for 2026.

• The Board recommends voting in favor of all proposals and provides detailed instructions for voting by internet, phone, mail, or during the virtual meeting.

• Proxy materials and the 2025 Annual Report are available online, and preliminary voting results will be announced at the meeting.

Voting matters and shareholder proposals

• Stockholders will vote on electing Bruce Brown, James O. Donnally, and Catriona Fallon as Class II directors for three-year terms.

• Ratification of Withum Smith + Brown, P.C. as the independent registered public accounting firm for fiscal year 2026 is on the agenda.

• Shareholders may submit proposals for the 2027 Annual Meeting by December 31, 2026, and director nominations must comply with advance notice provisions.

Board of directors and corporate governance

• The Board consists of nine directors divided into three classes with staggered three-year terms.

• The Nominating & Corporate Governance Committee oversees board composition, independence, and skills matrix reviews.

• Bruce Brown serves as Lead Independent Director; board leadership is separated between Executive Chairman and CEO.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Corporate governance guidelines, a code of conduct, and a compensation clawback policy are in place.