Intensity Therapeutics (INTS) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on July 17, 2025, allowing shareholders to attend, vote, and ask questions online, with materials distributed primarily via the Internet to reduce costs and environmental impact.

• Shareholders will vote on the election of one director and the ratification of the independent auditor, with the board recommending approval of both proposals.

• Only holders of record as of May 28, 2025, may vote, with 18,398,202 shares outstanding; each share entitles the holder to one vote.

• Voting can be done online, by phone, by mail, or during the virtual meeting, and results will be published in a Form 8-K.

Voting matters and shareholder proposals

• Proposal 1: Elect Dr. Mark Goldberg as director for a three-year term expiring in 2028; plurality of votes required.

• Proposal 2: Ratify EisnerAmper LLP as independent registered public accounting firm for 2025; majority of votes cast required.

• Board recommends voting FOR both proposals; no other business is currently anticipated.

• Shareholder proposals for the 2026 meeting must be received by February 6, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

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

• Four directors are independent under Nasdaq and SEC rules; the CEO also serves as chairman.

• Board committees: Audit (3 members, all independent), Compensation (3 members, all independent), and Nominating (2 members, all independent).

• Board met four times in 2024; all directors attended at least 75% of meetings.

• Board oversees risk management, with regular reports from committees and management on major risk exposures.