Inuvo (INUV) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 18, 2026, with voting on director elections and auditor ratification.

• Stockholders of record as of April 21, 2026, are eligible to vote, with 14,820,898 shares outstanding.

• Proxies may be submitted via mail, phone, fax, or internet, and can be revoked prior to the meeting.

• Forward-looking statements are included, with risks detailed in the 2025 10-K.

Voting matters and shareholder proposals

• Election of two Class III directors, Rob Buchner and Sanja Partalo, to serve until 2029.

• Ratification of EisnerAmper LLP as independent auditor for fiscal year 2026.

• Board recommends voting “FOR” both proposals.

• Procedures for shareholder proposals and director nominations for future meetings are outlined.

Board of directors and corporate governance

• Board divided into three classes with staggered terms; directors serve three-year terms.

• Three standing committees: Audit, Nominating and Corporate Governance, and Compensation, all with independent directors.

• Board held three formal meetings and four unanimous written consents in 2025; all directors attended at least 75% of meetings.

• No family relationships among directors and executive officers.

• Board leadership structure separates CEO and independent oversight roles.