Innodata (INOD) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2026, in a virtual-only format, with voting on four key proposals and director elections.

• Proxy materials are distributed primarily via internet to reduce costs and environmental impact, with options for printed copies.

• Five directors are nominated for election, all currently serving, with detailed backgrounds and qualifications provided.

• Proposals include ratification of auditors, advisory vote on executive compensation, and approval of an amended equity compensation plan.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, ratifying BDO India Services Private Limited as auditors, approving executive compensation on an advisory basis, and approving the Amended and Restated Equity Compensation Plan.

• Voting can be done online, by phone, or by mail, with detailed instructions provided.

• Shareholders may submit proposals for the 2027 meeting by December 25, 2026, following SEC and by-law requirements.

Board of directors and corporate governance

• Board consists of five directors, with four deemed independent under Nasdaq rules.

• Stewart R. Massey serves as Lead Independent Director, facilitating executive sessions and board communications.

• Board committees (Audit, Leadership and Compensation, Nominating) are composed solely of independent directors.

• Anti-hedging and insider trading policies are in place, with equity award practices designed to avoid timing around material nonpublic information.