Intellinetics (INLX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 25, 2026, with six key proposals for shareholder vote, including director elections, amendments to equity and director compensation plans, advisory votes on executive compensation, and auditor ratification.

• Proxy materials are primarily distributed online to expedite delivery and reduce costs, with options for shareholders to request physical copies.

• The record date for voting eligibility is April 28, 2026, with 4,458,863 shares outstanding and entitled to vote.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors for one-year terms, amending the 2024 Equity Incentive Plan (increasing shares from 243,122 to 917,157), amending the 2023 Director Compensation Plan (increasing shares from 150,000 to 302,863), approving executive compensation, determining the frequency of future say-on-pay votes, and ratifying the appointment of GBQ as independent auditor.

• The board recommends voting FOR all proposals and for a three-year frequency on say-on-pay votes.

• Shareholders may vote by internet, phone, email, or mail, and can revoke proxies before the meeting.

• Broker non-votes and abstentions are counted for quorum but generally do not affect proposal outcomes except as specified.

Board of directors and corporate governance

• The board consists of five members, with a majority being independent, and operates under NYSE American and SEC governance standards.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• The roles of Chairman and CEO are separated to enhance oversight and accountability.

• Director nominees bring diverse experience in finance, technology, and business leadership.

• The board values diversity and considers a broad mix of skills and backgrounds in director selection.