Innovex International (INVX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, to be held virtually, with voting available online, by phone, or mail.

• Key agenda items include director elections, amendment to increase authorized shares, adoption of a new long-term incentive plan, auditor appointment, and a say-on-pay vote.

• The company completed a significant merger in 2024, resulting in a new corporate structure and leadership.

• Proxy materials are primarily distributed electronically, with paper copies available upon request.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class I directors for three-year terms.

• Proposal 2: Amendment to increase authorized common stock from 100M to 200M shares.

• Proposal 3: Adoption of the 2025 Long-Term Incentive Plan, authorizing 5M shares for equity awards.

• Proposal 4: Appointment of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Proposal 5: Advisory vote on executive compensation (say-on-pay).

• Shareholder proposals for the 2026 meeting must be submitted by January 14, 2025.

Board of directors and corporate governance

• Board is majority independent, with separate CEO and Chair roles.

• Board divided into three classes with staggered terms; diversity and independence emphasized.

• Committees: Audit, Compensation, and Nominating & Governance, each with defined charters.

• Regular executive sessions held by independent directors; high attendance at meetings.

• Stockholder engagement and communication channels are established.