Innodata (INOD) Proxy filing summary

Voting matters and shareholder proposals

• Election of five directors: Jack S. Abuhoff, Daniel H. (Don) Callahan, Richard D. Clarke, Louise C. Forlenza, and Stewart R. Massey, with board recommending a vote for all nominees.

• Ratification of BDO India Services Private Limited as independent auditors for the year ending December 31, 2026, recommended by the board.

• Advisory vote to approve the compensation of named executive officers, with board recommendation to vote for.

• Approval of the Amended and Restated Equity Compensation Plan, recommended by the board.

• Provision for other business to be addressed as may properly come before the meeting or any adjournment.

Executive compensation and say-on-pay

• Advisory vote on executive compensation seeks shareholder approval on a non-binding basis.

• Board recommends approval of the compensation for named executive officers.

• Proposed changes to the equity compensation plan are subject to shareholder approval.

Audit committee and external auditor matters

• Ratification of BDO India Services Private Limited as independent auditors for the 2026 fiscal year is up for shareholder vote.

• Board recommends ratification of the selected independent auditors.