Integer Holdings Corp

1. 1

   Merger Agreement Proposal

   ManagementBoard: FOR

   Adopt the August 2, 2026 Agreement and Plan of Merger among Integer Holdings Corporation, Armstrong Parent, Inc., and Armstrong Bidco, Inc., under which Merger Sub will merge into Integer, with Integer surviving as Parent’s wholly owned subsidiary and shareholders receiving $127.00 per share in cash.

   More detail

   Proposal 1 asks stockholders to approve the merger agreement between Integer Holdings Corporation, Armstrong Parent, and Armstrong Bidco. The transaction is structured as a reverse subsidiary merger in which Merger Sub will merge into Integer, leaving Integer as the surviving corporation and a wholly owned subsidiary of Parent. Each outstanding share, subject to specified exclusions and appraisal rights, will be converted into the right to receive $127.00 in cash without interest. The consideration represents an approximately 51.8% premium to Integer’s unaffected April 29, 2026 closing price of $83.67. The board’s recommendation followed a strategic review involving more than 20 potential counterparties, confidentiality agreements with 20 parties, and final proposals from three bidders. The board cited value certainty, immediate liquidity, the premium, the extensive sale process, Goldman Sachs’ fairness opinion, financing commitments, and the anticipated likelihood of closing as principal benefits. It also considered disadvantages, including taxable consideration, loss of participation in future upside, execution and regulatory risks, possible business disruption, and the risk that an alternative transaction could be more favorable. Approval requires the affirmative vote of holders of at least a majority of the outstanding shares entitled to vote, and the merger cannot be completed without that approval. The board unanimously recommends voting FOR the proposal.

2. 2

   Merger-Related Compensation Proposal

   ManagementBoard: FOR

   Approve, on an advisory and non-binding basis, the compensation that will or may be paid to Integer’s named executive officers in connection with the merger.

   More detail

   Proposal 2 asks stockholders to approve, on an advisory and non-binding basis, merger-related compensation payable or potentially payable to Integer’s named executive officers. The vote is required by Section 14A of the Exchange Act for agreements and understandings involving compensation tied to the merger. The disclosed arrangements include cash severance, equity award treatment, retirement or nonqualified deferred compensation, healthcare and outplacement benefits, and retention bonuses. The named executive officer disclosure assumes a September 8, 2026 closing and a $127.00 per-share merger value, although actual amounts may differ. Several arrangements are double-trigger, meaning payment or accelerated vesting generally requires a qualifying termination after the change in control. The aggregate reported golden parachute totals range from approximately $4.4 million for Joseph W. Dziedzic to approximately $16.1 million for Payman Khales, based on the stated assumptions. The proposal does not condition completion of the merger, and the compensation may be paid under the applicable arrangements even if stockholders reject the advisory vote. Approval requires a majority of votes cast by shares present or represented by proxy and entitled to vote, with abstentions and failures to vote having no effect assuming a quorum. The board unanimously recommends voting FOR the proposal.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the special meeting to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger agreement proposal.

   More detail

   Proposal 3 asks stockholders to authorize adjournment or postponement of the special meeting if additional time is needed to solicit proxies. The stated purpose is to obtain sufficient votes to approve the merger agreement proposal, rather than to approve the merger itself. The proposal could allow the board and its proxy solicitor to contact stockholders who have not voted or who may reconsider their instructions. The company may also use an adjournment to address a required proxy statement supplement, an SEC request, applicable legal considerations, or an insufficient quorum. Under the merger agreement, adjournments for these purposes are subject to limitations, including no more than two such adjournments of up to five business days each and no adjournment beyond five business days before the outside date. Approval of the adjournment proposal is not a condition to completing the merger. The proposal requires approval by a majority of votes cast by shares present virtually or represented by proxy and entitled to vote, whether or not a quorum is present. Abstentions, failures to vote, and broker non-votes have no effect on the outcome. The board unanimously recommends voting FOR the proposal.

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When is the Integer Holdings Corp 2026 special meeting?

Integer Holdings Corp (ITGR) holds its 2026 special shareholder meeting on Wednesday, October 21, 2026.

What is the record date for the Integer Holdings Corp 2026 meeting?

The record date for the Integer Holdings Corp 2026 meeting is Tuesday, September 8, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Integer Holdings Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Integer Holdings Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.