Inogen (INGN) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 5, 2026, will be held virtually, allowing shareholders to vote and submit questions online.

• Recent operational and strategic turnaround initiatives led to a return to positive Adjusted EBITDA in 2025.

• Leadership strengthened with a new independent director and key senior management hires aligned with strategic priorities.

• Share repurchase program approved and proposal to declassify the Board recommended, reflecting commitment to shareholder value and governance.

• Active engagement with shareholders, including expanded outreach and a cooperation agreement with key investors.

Voting matters and shareholder proposals

• Proposals include electing two Class III directors, ratifying Deloitte & Touche LLP as auditor, advisory approval of executive compensation, approval of the Amended and Restated 2023 Equity Incentive Plan, and declassification of the Board.

• Board recommends voting FOR all proposals.

• Shareholders of record as of April 6, 2026, are entitled to vote.

• Cooperation Agreement with certain investors includes voting in line with Board recommendations and standstill provisions.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; a new director, Vafa Jamali, will join as of the Annual Meeting.

• Board leadership structure requires separation of Chairperson and CEO roles, with an independent Chairperson.

• Board diversity metrics disclosed; four of eight directors are female, and three self-identify as minorities or underrepresented.

• Four standing committees: Audit, Compensation, Compliance, and Nominating and Governance, all meeting independence requirements.

• Board and committee meetings held regularly, with high attendance and regular executive sessions for independent directors.