Integer (ITGR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2026, with voting on key proposals including director elections, auditor ratification, executive compensation, and a new omnibus incentive plan.

• Shareholders can vote online, by phone, mail, or in person, with materials provided primarily via internet access to reduce costs and environmental impact.

• 2025 saw 8% sales growth to $1.854 billion, $221 million in operating income, and significant investments in acquisitions, capital expenditures, and share repurchases.

Voting matters and shareholder proposals

• Election of 11 directors for a one-year term.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of the 2026 Omnibus Incentive Plan, replacing the 2021 plan and authorizing 1,000,000 new shares plus rollover shares.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• 10 of 11 director nominees are independent; strong focus on board refreshment and diversity of skills.

• Board committees (Audit, Compensation, Governance, Technology) are fully independent.

• Annual board, committee, and individual director evaluations; robust orientation and continuing education.

• No poison pill, no supermajority voting, and stockholders have the right to act by written consent.