InnovAge (INNV) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 5, 2024, will be held virtually, allowing shareholders to vote and ask questions online.

• Shareholders will vote on electing three Class I directors, ratifying Deloitte & Touche LLP as auditor, and amending the Certificate of Incorporation to exculpate certain officers.

• Stockholders of record as of October 11, 2024, are eligible to vote; proxy materials are available online.

Voting matters and shareholder proposals

• Proposals include: election of Andrew Cavanna, Thomas Scully, and Marilyn Tavenner as Class I directors; ratification of Deloitte & Touche LLP as auditor; and approval of officer exculpation amendment.

• Board recommends voting FOR all proposals.

• Plurality required for director election; majority for auditor ratification and amendment approval.

• Deadlines for 2025 shareholder proposals: June 27, 2025 (Rule 14a-8) and September 5, 2025 (other proposals).

Board of directors and corporate governance

• Board consists of nine directors divided into three classes, with staggered three-year terms.

• Board emphasizes diversity in skills, experience, gender, and background; three women and one director with disabilities.

• Principal Shareholders have significant nomination rights under a Director Nomination Agreement.

• Board committees: Audit, Compensation and Nominating, and Quality and Compliance, each with defined responsibilities.

• Board is a controlled company under Nasdaq rules, relying on certain governance exemptions.

• Chair and CEO roles are separated; Chair is independent.