The InterGroup (INTG) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 19, 2025, to elect two Class A directors and ratify the independent auditor for fiscal 2025.

• Shareholders of record as of April 1, 2025, are entitled to vote; a majority of 2,154,405 shares outstanding constitutes a quorum.

• Proxy materials include the annual report for the fiscal year ended June 30, 2024.

Voting matters and shareholder proposals

• Election of two Class A directors to serve until the 2027 Annual Meeting.

• Ratification of WithumSmith + Brown, PC as independent registered public accounting firm for fiscal 2025.

• Shareholder proposals for the 2025 meeting must be received at least 120 days before the anniversary of the proxy mailing date.

Board of directors and corporate governance

• Board consists of five members, with staggered three-year terms; majority are independent as defined by SEC and NASDAQ.

• Chairman and CEO roles are combined; board believes this structure is effective given company history and governance processes.

• Committees include Audit, Compensation, Nominating, and Executive Strategic Real Estate and Securities Investment; all except the CEO are independent.

• Board diversity matrix provided; no family relationships or legal proceedings involving directors or officers.