Intrusion (INTZ) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 27, 2024, to be held virtually to increase accessibility and reduce environmental impact.

• Key proposals include director elections, auditor ratification, amendments to equity and stock purchase plans, and approval of a $10M Standby Equity Purchase Agreement.

• Proxy materials and 2023 Annual Report are available online for shareholder review.

Voting matters and shareholder proposals

• Six directors are nominated for election to serve until the next annual meeting.

• Ratification of Whitley Penn LLP as independent auditors for fiscal year 2024.

• Amendment to the 2021 Equity Incentive Plan to increase reserved shares from 125,000 to 2,500,000.

• Amendment to the 2023 Employee Stock Purchase Plan to increase reserved shares from 50,000 to 1,000,000.

• Approval for reservation and issuance of up to $10M in common stock under a Standby Equity Purchase Agreement.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of six nominees, including independent directors as defined by Nasdaq rules.

• Board diversity matrix provided, showing gender and ethnic representation.

• Committees include Audit, Compensation, Nominating and Governance, and Disclosure, each with defined roles and independent members.

• Board met 31 times in 2023, with high director attendance.

• No family relationships among directors or executive officers.