InnovAge (INNV) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 5, 2024, to be held virtually, with shareholders able 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.

• Principal Shareholders control a majority of voting power, making the company a "controlled company" under Nasdaq rules.

• Proxy materials and annual report are available online, and shareholders can vote by internet, phone, or mail.

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.

• Shareholder proposals for the 2025 meeting must be submitted by June 27, 2025, and director nominations by September 5, 2025.

Board of directors and corporate governance

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

• Board diversity includes 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.

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