Innovage Holding Corp

1. 1

   Election of Class III Directors

   ManagementBoard: FOR

   Elect John Ellis Bush, Patricia Fontneau, Ted Kennedy, Jr. and Pavithra Mahesh to serve as Class III directors until the 2029 annual meeting and until their successors are elected and qualified.

2. 2

   Advisory Vote on the Frequency of the Say-on-Pay Vote

   ManagementBoard: FOR

   Provide a non-binding advisory vote on whether future Say-on-Pay votes should occur every one, two or three years; the Board recommends an annual frequency.

   More detail

   Proposal 2 asks stockholders to provide an advisory preference among annual, biennial, or triennial votes on executive compensation. The vote is required under Section 14A of the Exchange Act and is non-binding on the Board and the Compensation and Nominating Committee. The Company is presenting the question because the frequency of future Say-on-Pay votes must be submitted to stockholders periodically. Management favors an annual vote rather than a two- or three-year interval. The Board argues that annual voting gives stockholders a regular opportunity to communicate their views on executive pay. It also states that annual frequency is consistent with the Company’s practice of reviewing compensation programs each year. The recommendation is framed as a governance practice that best serves the Company and its stockholders at this time. Even if stockholders select one year, the Board and committee retain discretion because the outcome is advisory and non-binding. The proposal therefore enhances recurring shareholder feedback without legally requiring the Company to follow the selected frequency.

3. 3

   Advisory Vote to Approve Executive Compensation (“Say-on-Pay”

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including the compensation tables and narrative discussion.

   More detail

   Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to InnovAge’s named executive officers. The resolution covers the executive compensation disclosure required by Item 402 of Regulation S-K, including the compensation tables and narrative discussion. Management is seeking approval because Section 14A of the Exchange Act provides for shareholder advisory review of executive pay. The Company describes its compensation program as intended to attract, motivate, and retain leaders while paying for performance. The fiscal 2026 program included base salary, annual cash bonuses, equity awards, other benefits, and contractual termination protections. Named executive officer compensation included significant incentive components, including annual incentive compensation and equity or profits-interest awards. The vote does not bind the Board, the Compensation and Nominating Committee, or the Company to take any particular action. Nevertheless, management states that it will consider the outcome when making future executive compensation decisions. If Proposal 2 results in an annual frequency, the Company intends to hold this advisory Say-on-Pay vote every year. The Board recommends a FOR vote because it believes the disclosed compensation program supports retention, performance incentives, and alignment with stockholders.

4. 4

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.

5. 5

   Other Matters

   Management

   Transact any other business that may properly come before the Annual Meeting or any postponement or adjournment.

   More detail

   Proposal 5 is a standard catch-all item authorizing the meeting to address other business that is properly presented. The proxy statement says the Company is not aware of any matters other than those discussed in the materials that are contemplated for action. The item is included because matters incidental to the conduct of the meeting or other properly brought matters could arise. It does not identify a defined substantive action for stockholders to evaluate in advance. The persons named as proxies receive discretionary authority to vote on such matters. Their voting authority is to be exercised in accordance with the Board’s recommendation where applicable. Because no specific additional matter is disclosed, the filing does not provide a separate affirmative or negative Board recommendation for Proposal 5. The item is procedural rather than a policy, compensation, governance, or transaction proposal. Its practical effect is to preserve proxy voting authority for unforeseen but properly presented matters at the meeting or any adjournment or postponement.

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When is the Innovage Holding Corp 2026 annual meeting?

Innovage Holding Corp (INNV) holds its 2026 annual shareholder meeting on Thursday, December 3, 2026.

What is the record date for the Innovage Holding Corp 2026 meeting?

The record date for the Innovage Holding Corp 2026 meeting is Monday, October 12, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Innovage Holding Corp's 2026 meeting?

The board is presenting 4 director nominees at the Innovage Holding Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Innovage Holding Corp 2026 meeting?

Shareholders will vote on 5 proposals at the Innovage Holding Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.