inTEST (INTT) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 17, 2026, with a record date of April 20, 2026, for voting eligibility.

• Stockholders will vote on the election of five directors, an amendment to the 2023 Stock Incentive Plan, ratification of the external auditor, and an advisory say-on-pay vote.

• The Board recommends voting in favor of all proposals and all director nominees.

Voting matters and shareholder proposals

• Proposals include: election of five directors, approval of an amendment to the 2023 Stock Incentive Plan, ratification of RSM US LLP as auditor for 2026, and an advisory vote on executive compensation.

• The amendment to the Stock Incentive Plan increases the share reserve by 1,000,000 shares and removes the minimum one-year vesting for non-employee directors.

• No other business is expected, but proxies may vote on any matters that arise.

Board of directors and corporate governance

• The Board consists of five directors, four of whom are independent; Chair and CEO roles are separated.

• Committees (Audit, Compensation, Nominating/Governance) are composed solely of independent directors.

• Directors have a minimum stock ownership requirement and strong attendance records.

• Board diversity is considered in terms of experience, skills, and demographic background.