Intrusion (INTZ) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 27, 2026, to be held virtually for increased accessibility and reduced carbon footprint.

• Stockholders will vote on director elections, auditor ratification, approval of share issuance related to an acquisition, and potential adjournment.

• Proxy materials and annual report are available online; voting can be done by internet, phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Election of five directors to serve until the next annual meeting.

• Ratification of Whitley Penn LLP as independent auditors for fiscal year 2026.

• Approval sought for potential issuance of common stock exceeding the NASDAQ 19.9% threshold as part of the acquisition of OW Cyber LLC and VigilAigent Corp.

• Proposal to adjourn the meeting if more time is needed to solicit votes for the share issuance.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of five directors, four of whom are independent under Nasdaq rules.

• Directors bring expertise in cybersecurity, IT, finance, and corporate governance.

• Board committees include Audit, Compensation, and Nominating and Governance, each with defined charters and independent members.

• Board and committees met regularly in 2025, with high attendance.

• No family relationships or recent legal proceedings involving directors or officers.