Intensity Therapeutics (INTS) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on June 16, 2026, allowing shareholders to attend, vote, and ask questions online, with materials distributed primarily via the Internet to reduce costs and environmental impact.

• Shareholders of record as of April 23, 2026, are eligible to vote on key proposals, including director elections, amendments to equity plans, and auditor ratification.

• The board recommends approval of all proposals and emphasizes the importance of shareholder participation through various voting methods.

Voting matters and shareholder proposals

• Proposals include electing two directors for three-year terms, ratifying EisnerAmper LLP as auditor for 2026, amending the 2021 Stock Incentive Plan to add 150,000 shares, amending the 2024 Employee Stock Purchase Plan to add 25,000 shares, and approving potential adjournment of the meeting to solicit additional proxies.

• Voting results will be announced at the meeting and published in a Form 8-K within four business days.

• The board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• The board consists of five members divided into three classes, with two nominees (Emer Leahy and Lewis H. Bender) up for election for terms expiring in 2029.

• Four directors are considered independent under Nasdaq and SEC rules.

• The board has audit, compensation, and nominating/governance committees, all composed of independent directors.

• The board combines the roles of chairman and CEO, with regular meetings of independent directors.