Innovex International (INVX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, with virtual participation options and multiple voting methods available.

• Key proposals include director elections, an amendment to increase authorized common stock, adoption of a new long-term incentive plan, auditor appointment, and a say-on-pay advisory vote.

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

• As of March 18, 2025, there were 69,368,100 shares of common stock outstanding, each entitled to one vote.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class I directors for a three-year term expiring in 2028.

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

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

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

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

• No shareholder proposals or director nominations were received for this meeting.

Board of directors and corporate governance

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

• Three standing committees: Audit, Compensation, and Nominating & Governance, each with defined charters and independent members.

• Board diversity is promoted, and all directors are in compliance with stock ownership guidelines.

• Regular executive sessions are held without management present.

• Board members attended at least 75% of meetings in 2024.