Innventure (INV) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 25, 2025, and will be held virtually, with a record date of April 28, 2025.

• Stockholders will vote on four key proposals: election of three Class I directors, ratification of BDO USA, P.C. as auditor, approval of share issuances under the SEPA and Convertible Debentures with Yorkville.

• The board unanimously recommends voting in favor of all proposals.

• Proxy materials and the 2024 Annual Report are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Proposals include electing three Class I directors for three-year terms, ratifying BDO USA, P.C. as auditor, approving share issuances under SEPA and Convertible Debentures, and other business.

• Approval of share issuances is required under Nasdaq rules as they may exceed 20% of outstanding shares.

• Failure to approve share issuances may impact working capital and funding flexibility.

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

Board of directors and corporate governance

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

• Director independence is affirmed for a majority of the board, and committee assignments are detailed.

• The board has Audit, Compensation, and Nominating & Corporate Governance Committees, all composed of independent directors.

• Corporate governance guidelines, a code of conduct, and a compensation clawback policy are in place.

• The board structure separates the roles of Executive Chairman and CEO.