Innovex International Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of John V. Lovoi, Will Donnell and Angie Sedita as Class II directors to serve three-year terms expiring in 2029.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.

3. 3

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

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed executive compensation for its named executive officers. Management seeks this approval to validate its pay-for-performance program, which combines base salary, annual cash incentives tied to Adjusted EBITDA, and long-term equity awards (RSUs and performance units tied to TSR and ROCE) to align management incentives with stockholder value. The Compensation Committee and Board argue the program is market‑competitive, grounded in peer benchmarking and consultant support, and was calibrated based on 2025 performance (including Adjusted EBITDA achievement that produced partial bonus payouts) and strong prior shareholder support (≈98% in 2025). The vote is advisory and non-binding, so while approval signals stockholder endorsement and influences future compensation decisions, it does not compel contractual changes. Key governance context includes robust committee oversight, stock ownership and anti‑hedging policies, and severance/change-in-control protections; critics often view such protections and guaranteed minimum equity grants as potential excesses. The Company emphasizes its annual say-on-pay engagement, responsiveness to feedback, and continued shareholder engagement as mechanisms to address concerns. Given the Company’s recent merger activity and significant equity grants tied to long‑term TSR and ROCE metrics, the proposal offers investors a way to weigh short-term payouts against long-term alignment mechanisms. The Board recommends a FOR vote, citing alignment of compensation with performance and retention needs, while acknowledging the advisory nature of the vote and committing to consider the outcome in future compensation determinations.

Upcoming shareholder meetings at Innovex International Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Innovex International Inc 2026 annual meeting?

Innovex International Inc (INVX) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.

What is the record date for the Innovex International Inc 2026 meeting?

The record date for the Innovex International Inc 2026 meeting is Friday, March 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Innovex International Inc's 2026 meeting?

The board is presenting 8 director nominees at the Innovex International Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Innovex International Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Innovex International Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.