Interpace Biosciences (IDXG) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 20, 2026, will be held virtually to increase accessibility and participation.

• Stockholders as of June 29, 2026, are eligible to vote on key proposals, including amendments to the Certificate of Incorporation, a reverse stock split, new equity and employee stock purchase plans, director elections, executive compensation, and auditor ratification.

• Board recommends voting in favor of all proposals, emphasizing alignment with evolving governance standards and company growth objectives.

Voting matters and shareholder proposals

• Proposal 1: Amend and restate Certificate of Incorporation to increase authorized shares, declassify the board, eliminate supermajority voting, and enhance director/officer protections.

• Proposal 2: Authorize a reverse stock split (1-for-2 to 1-for-10) to support potential Nasdaq uplisting and improve stock liquidity.

• Proposal 3: Approve 2026 Equity Incentive Plan, reserving 4.4 million shares for employee and director equity awards.

• Proposal 4: Approve 2026 Employee Stock Purchase Plan, reserving 1 million shares for employee purchases at a 15% discount.

• Proposal 5: Elect directors based on outcome of Proposal 1; five unclassified directors if approved, or staggered terms if not.

• Proposal 6: Advisory vote on executive compensation (say-on-pay).

• Proposal 7: Ratify EisnerAmper, LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board currently consists of five members, with a mix of industry, financial, and operational expertise.

• Governance enhancements include declassification of the board, majority voting for amendments, and exclusive forum provisions.

• Board committees (Audit, Compensation, Nominating, Regulatory Compliance) are composed of independent directors and oversee key governance and compliance areas.