InnovAge (INNV) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 4, 2025, to be held virtually, with voting on director elections and auditor ratification.

• Stockholders of record as of October 14, 2025, are eligible to vote; proxy materials are available online.

• Board recommends voting for three Class II director nominees and for the ratification of Deloitte & Touche LLP as independent auditor.

Voting matters and shareholder proposals

• Proposals include electing three Class II directors for terms expiring in 2028 and ratifying Deloitte & Touche LLP as auditor for fiscal year ending June 30, 2026.

• Voting is available online, by phone, mail, or during the virtual meeting; a plurality is required for director elections, and a majority for auditor ratification.

• Deadlines for 2026 shareholder proposals: June 25, 2026 (Rule 14a-8) and September 4, 2026 (other proposals).

Board of directors and corporate governance

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

• Board includes a mix of independent and shareholder-affiliated directors; three women and one director with disabilities.

• Principal Shareholders have significant nomination rights under a Director Nomination Agreement, with rights scaling down as ownership decreases.

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

• Board leadership structure separates Chair and CEO roles; annual self-evaluations and succession planning are in place.

• Controlled company status under Nasdaq rules allows exemptions from certain governance requirements.