Intellicheck (IDN) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 7, 2026, with shareholders able to vote electronically or by proxy card.

• Shareholders will vote on director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• The record date for voting is March 23, 2026, with 20,239,060 shares of common stock outstanding.

Voting matters and shareholder proposals

• Six directors are nominated for election to one-year terms.

• Ratification of Forvis Mazars, LLP as independent public accountants for 2026 is proposed.

• Advisory votes on executive compensation and the frequency of future say-on-pay votes are included.

• Shareholder proposals for the 2027 meeting must be submitted by December 2, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of six directors, with five considered independent under Nasdaq standards.

• The Chairman and CEO roles are separated; the Chairman is independent.

• All board committees are composed solely of independent directors.

• The board and its committees met four times each in 2025, with all directors attending at least 75% of meetings.

• The Nominating and Corporate Governance Committee welcomes shareholder recommendations for director candidates.