Innventure (INV) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 25, 2025, with a record date of April 28, 2025, for voting eligibility.

• Key proposals include electing three Class I directors, ratifying the appointment of BDO USA, P.C. as auditor, and approving share issuances related to the SEPA and Convertible Debentures with Yorkville.

• The Board unanimously recommends voting FOR all proposals.

• Forward-looking statements are included, subject to risks and uncertainties as detailed in SEC filings.

Voting matters and shareholder proposals

• Proposals: (1) Elect three Class I directors for a three-year term; (2) Ratify BDO USA, P.C. as auditor for 2025; (3) Approve issuance of 20%+ of common stock under SEPA; (4) Approve issuance of 20%+ of common stock under Convertible Debentures; (5) Other business as may arise.

• Proposals 1, 3, and 4 are non-routine and require specific shareholder instructions for broker voting.

• Proposals 2, 3, and 4 require a majority of votes cast to pass; Proposal 1 is by plurality.

• Shareholder proposals for the 2026 meeting must be submitted by January 9, 2026, for inclusion.

Board of directors and corporate governance

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

• Class I nominees: Gregory W. Haskell, Daniel J. Hennessy, Michael Amalfitano.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Governance documents, Code of Conduct, and policies are available online.

• Board orientation and continuing education are supported and reimbursed.

• Founding Investors and Learn CW have director nomination rights based on ownership levels.

• Directors may be removed only for cause by a two-thirds vote.