InnovAge (INNV) Proxy filing summary

Executive summary

• Annual meeting scheduled virtually for Dec. 3, 2026; voting covers four Class III directors, say-on-pay frequency, executive compensation, and Deloitte’s FY27 appointment.

• Record holders as of Oct. 12, 2026 may vote; 136,456,506 common shares were outstanding, with one vote per share.

Voting matters and shareholder proposals

• Board recommends FOR all four director nominees, FOR say-on-pay, and FOR Deloitte; it recommends annual say-on-pay votes.

• Director elections require a plurality; say-on-pay and auditor ratification require a majority of votes present and entitled to vote.

• Frequency choice receiving the most votes among one, two, or three years will be advisory; the Board and committee will consider the result.

• Proposals under SEC Rule 14a-8 for the 2027 annual meeting are due by June 24, 2027; other nominations and proposals are generally due Aug. 5–Sept. 3, 2027.

Board of directors and corporate governance

• The Board has 11 directors in three staggered classes; four Class III nominees would serve until the 2029 annual meeting.

• Seven directors are independent and four represent principal shareholders; controlled-company status permits reliance on certain Nasdaq governance exemptions.

• Chair and CEO roles are separated; the CEO is not a director, while the Chair guides Board strategy and oversight.

• Annual evaluations cover Board, committee, and management effectiveness; the Board and committee also review CEO succession and senior-management structure.