ICF International (ICFI) Proxy filing summary

Voting matters and shareholder proposals

• Corrected the voting standard for Proposal 3 to require a majority of outstanding shares present in person or by proxy at the meeting.

• Abstentions on Proposal 3 will have the same effect as votes against; broker non-votes will have no effect.

• Proposal 3 concerns approval of the 2026 Omnibus Incentive Plan.

• Brokers do not have discretionary authority to vote uninstructed shares on Proposal 3, as it is a non-routine matter.

• Board recommends voting "FOR" Proposal 3.

Board of directors and corporate governance

• The supplement confirms that all other information in the Proxy Statement remains unchanged except as specifically supplemented.

Shareholder rights and capital structure

• Shareholders who have already voted do not need to vote again unless they wish to change or revoke their prior vote.

• Instructions for changing or revoking a vote are provided in the Proxy Statement.