Integer (ITGR) Proxy filing summary

Executive summary

• A definitive merger agreement was signed on August 2, 2026, for Armstrong Bidco, Inc. to merge with and into Integer Holdings Corporation, making Integer a wholly owned subsidiary of Armstrong Parent, Inc., an affiliate of KKR-managed funds.

• The merger consideration is $127.00 per share in cash, representing a 51.8% premium over the unaffected share price prior to the strategic review announcement.

• The board unanimously recommends shareholders vote in favor of the merger, merger-related executive compensation, and potential adjournment to solicit more proxies if needed.

• The special meeting for shareholder voting is scheduled for October 21, 2026, with a record date of September 8, 2026.

• The merger is expected to close by the end of 2026, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) advisory approval of executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; failure to vote or abstention counts as a vote against the merger.

• Shareholders not voting in favor may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The board conducted a thorough strategic review, engaging over 20 potential acquirers and ultimately selecting KKR's $127.00 per share offer as the highest and most certain.

• The board considered the certainty of value, premium to market, and robust negotiation process in its recommendation.

• After the merger, the directors and officers of Merger Sub will become the directors and officers of the surviving corporation.