INVO Fertility (IVF) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on July 23, 2026, to vote on seven key proposals, including director elections, auditor ratification, amendments to the articles of incorporation, warrant exercises, stock incentive plan amendments, future equity financing, and potential adjournments.

• Only shareholders of record as of June 18, 2026, are entitled to vote, with one vote per share.

• The board recommends voting in favor of all proposals and has outlined detailed procedures for voting by mail, phone, or online.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying WithumSmith + Brown, PC as auditor, increasing authorized common stock to 250,000,000, approving inducement warrant exercises, amending the 2019 Stock Incentive Plan, authorizing future equity financing, and approving adjournments if needed.

• Shareholder proposals and director nominations for the 2027 meeting must follow specific deadlines and content requirements.

• The board recommends voting for all proposals.

Board of directors and corporate governance

• The board consists of five members, four of whom are independent under Nasdaq rules.

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

• The board held six meetings in 2025, with high attendance and frequent unanimous written consents.

• The board emphasizes diversity, integrity, and independence in director selection.