3 nominees · 3 ballot items.
Three proposals: (1) Elect three Class II directors—Bruce Brown, James O. Donnally and Catriona Fallon—for three-year terms expiring at the 2029 Annual Meeting; (2) Ratify Withum Smith+Brown, P.C. as Innventure’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and (3) Transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.
Elect three Class II directors—Bruce Brown, James O. Donnally and Catriona Fallon—each to serve for a three-year term expiring at the 2029 Annual Meeting of Stockholders.
Ratify the Audit Committee’s appointment of Withum Smith+Brown, P.C. as Innventure’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.
This proposal is a procedural catch‑all that authorizes the meeting to consider and vote on any other matters that properly come before the Annual Meeting or any adjournment or postponement. It does not propose any specific corporate action or governance change and is included primarily to preserve the meeting’s ability to address unforeseen procedural or substantive items. The company explicitly states it is not aware of any other business to be presented, which reduces the practical likelihood of substantive matters arising under this agenda item. However, by design, the item permits stockholders to bring motions, nominations or other proposals at the meeting subject to the Company’s bylaws and advance notice rules and applicable SEC rules. From a governance perspective, such open‑ended items can enable last‑minute engagement or procedural motions, but they also place a premium on stockholder preparedness—holders should submit votes or instructions in advance because brokers typically lack discretionary authority to vote on non‑routine matters. The proxy disclosure also details advance notice and universal proxy requirements for 2027 nominations, which constrains the ability to introduce substantive director nominations without following those procedures. Management provides no affirmative recommendation for this catch‑all item and notes no expected matters, so the immediate governance risk is low; nonetheless, if unexpected proposals were raised, they could have material implications depending on their content. Practically, the inclusion underscores the importance of voting and monitoring the meeting, since unforeseen items could be tabled or acted upon, subject to quorum and voting requirements.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PNC FINANCIAL SERVICES GROUP, INC. | 3.66% | 3,074,330 | $12M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.07% | 2,578,593 | $10M |
| 3 | BlackRock, Inc. | 2.13% | 1,787,584 | $7M |
| 4 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 1.78% | 1,494,814 | $6M |
| 5 | Point72 Asset Management, L.P.Activist | 1.50% | 1,258,558 | $5M |
| 6 | BALYASNY ASSET MANAGEMENT L.P. | 1.37% | 1,149,579 | $4M |
| 7 | BlackRock, Inc. | 1.30% | 1,090,088 | $4M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.23% | 1,030,915 | $4M |
| 9 | CastleKnight Management LP | 1.22% | 1,029,465 | $4M |
| 10 | STATE STREET CORP | 1.15% | 970,125 | $4M |
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