Intensity Therapeutics (INTS) Proxy Filing summary

Executive summary

• The 2024 annual meeting will be held virtually on July 17, 2024, with voting and Q&A available online.

• Stockholders will vote on electing two directors, approving a new Employee Stock Purchase Plan (ESPP), and ratifying the external auditor.

• Proxy materials are distributed primarily online to reduce costs and environmental impact.

• Only stockholders of record as of May 21, 2024, are eligible to vote.

Voting matters and shareholder proposals

• Proposals include electing two directors for three-year terms, approving the 2024 ESPP, and ratifying EisnerAmper LLP as auditor.

• Board recommends voting FOR all proposals.

• Voting can be done online, by phone, mail, or during the virtual meeting.

• Plurality required for director election; majority for ESPP and auditor ratification.

• Stockholder proposals for the 2025 meeting must be submitted by February 4, 2025.

Board of directors and corporate governance

• Board consists of five members, divided into three classes with staggered terms.

• Four directors are independent per Nasdaq standards.

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

• Board diversity: 1 female, 4 male directors, all identifying as White.

• Board leadership combines CEO and Chairman roles, with regular independent director sessions.