10/15/2024 | Press release | Distributed by Public on 10/15/2024 14:08
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Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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☒
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☐
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to §240.14a-12
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☒
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No fee required
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☐
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Fee paid previously with preliminary materials
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☐
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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1.
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to elect three nominees identified in the accompanying proxy statement to serve as Class I directors until the Annual Meeting to be held in 2027 and until their successors are duly elected and qualified;
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2.
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to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2025;
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3.
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to approve an amendment to the Company's Second Amended and Restated Certificate of Incorporation to provide for the exculpation of certain officers as permitted by Delaware law; and
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4.
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to transact other business as may properly come before the meeting or any adjournment of the meeting.
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1.
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to elect three nominees identified in the accompanying proxy statement to serve as Class I directors until the Annual Meeting to be held in 2027 and until their successors are duly elected and qualified;
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2.
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to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2025;
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3.
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to approve an amendment to the Company's Second Amended and Restated Certificate of Incorporation to provide for the exculpation of certain officers as permitted under Delaware law; and
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4.
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to transact other business as may properly come before the meeting or any adjournment of the meeting.
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COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
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1
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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6
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PROPOSAL 1 - ELECTION OF DIRECTORS
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9
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EXECUTIVE OFFICERS
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18
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EXECUTIVE AND DIRECTOR COMPENSATION
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20
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
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29
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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31
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PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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33
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AUDIT COMMITTEE REPORT
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34
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PROPOSAL 3 - APPROVAL OF AN AMENDMENT TO THE COMPANY'S SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE EXCULPATION OF CERTAIN OFFICERS AS PERMITTED BY DELAWARE LAW
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35
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OTHER MATTERS
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37
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WHERE TO FIND ADDITIONAL INFORMATION
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38
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COST OF PROXY SOLICITATION
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39
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ANNEX A - FORM OF CERTIFICATE OF AMENDMENT
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A-1
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•
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our proxy statement for the Annual Meeting;
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•
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our Annual Report on Form 10-K for the fiscal year ended June 30, 2024; and
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•
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the proxy card or a voting instruction form for the Annual Meeting.
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1.
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FOR the election of Andrew Cavanna, Thomas Scully and Marilyn Tavenner as Class I directors;
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2.
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FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2025; and
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3.
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FOR the amendment to the Company's Second Amended and Restated Certificate of Incorporation to provide for the exculpation of certain officers as permitted under Delaware law.
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1.
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via the Internet at www.proxyvote.com;
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2.
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by phone by calling 1-800-690-6903; or
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3.
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by signing and returning a proxy card.
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1.
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via the Internet at www.proxyvote.com;
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2.
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by phone by calling 1-800-690-6903;
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3.
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by signing and returning a new proxy card;
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4.
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by sending a written notification to our Corporate Secretary at InnovAge Holding Corp., 8950 E. Lowry Boulevard, Denver, Colorado 80230; or
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5.
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by attending and voting at the virtual Annual Meeting (although attendance at the virtual Annual Meeting will not, by itself, revoke a proxy).
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Year
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Name
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Class
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Age
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Position
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Director
Since
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Current
Term
Expires
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Expiration of
Term For
Which
Nominated
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||||||||||||
Andrew Cavanna
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I
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50
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Director
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2021
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2024
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2027
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||||||||||||
Thomas Scully
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I
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67
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Director
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2021
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2024
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2027
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||||||||||||
Marilyn Tavenner
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I
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73
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Director
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2021
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2024
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2027
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||||||||||||
James G. Carlson
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II
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72
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Chair of the Board
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2022
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2025
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-
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||||||||||||
Teresa Sparks
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II
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55
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Director
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2023
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2025
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-
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||||||||||||
Richard Zoretic
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II
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66
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Director
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2021
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2025
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-
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||||||||||||
John Ellis Bush
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III
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71
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Director
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2021
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2026
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-
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Patricia Fontneau
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III
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62
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Director
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2023
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2026
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-
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||||||||||||
Ted Kennedy, Jr.
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III
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63
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Director
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2021
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2026
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-
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Female
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Male
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|||||
Total Number of Directors
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9
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|||||
Part 1: Gender Identity
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||||||
Directors
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3
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6
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Part 2: Demographic Background
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White
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3
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6
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Persons with Disabilities
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1
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Year
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Name
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Class
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Age
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Position
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Director
Since
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Current
Term
Expires
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Expiration of
Term For Which
Nominated
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Andrew Cavanna
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I
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50
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Director
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2021
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2024
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2027
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Thomas Scully
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I
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67
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Director
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2021
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2024
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2027
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Marilyn Tavenner
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I
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73
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Director
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2021
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2024
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2027
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•
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we have a Board that is composed of a majority of "independent directors," as defined under the rules of Nasdaq;
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•
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we have a compensation committee that is composed entirely of independent directors; and
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•
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nominees to our Board be selected, or recommended for the Board's selection, either by: (a) independent directors constituting a majority of the Board's independent directors in a vote in which only independent directors participate; or (b) a nominations committee comprised solely of independent directors.
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Board Member
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Audit
Committee
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Compensation and Nominating Committee
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Quality and
Compliance
Committee
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James G. Carlson, Chair
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X
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John Ellis Bush
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Andrew Cavanna
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X (Chair)
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X
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Patricia Fontneau
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X (Chair)
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Ted Kennedy, Jr.
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X
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Thomas Scully
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X
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X
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Teresa Sparks
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X (Chair)
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Marilyn Tavenner
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X
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X
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Richard Zoretic
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X
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1.
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appointing, approving the compensation of, and assessing the qualifications, performance and independence of our independent registered public accounting firm;
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2.
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pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;
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3.
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discussing the scope and results of the audits with our independent registered public accounting firm and reviewing, with management and that accounting firm, our interim and year-end operating results;
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4.
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reviewing our policies on risk assessment and risk management;
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5.
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reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;
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6.
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reviewing the adequacy of our internal control over financial reporting;
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7.
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annually reviewing and reassessing the adequacy of the committee charter;
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8.
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establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;
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9.
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recommending, based upon the Audit Committee's review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;
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10.
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monitoring our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;
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11.
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preparing the Audit Committee report required by the rules of the SEC to be included in our annual proxy statement;
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12.
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reviewing all related party transactions for potential conflict of interest situations and approving all such transactions; and
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13.
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reviewing and discussing with management and our independent registered public accounting firm our earnings releases and scripts.
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1.
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annually reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer;
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2.
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evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and determining and recommending for Board approval the compensation of our Chief Executive Officer;
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3.
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reviewing and approving the compensation of our other executive officers;
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4.
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appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the Compensation and Nominating committee;
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5.
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reviewing and recommending to the Board the adoption, amendment or modification of a "clawback" policy;
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6.
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conducting the independence assessment outlined in Nasdaq rules with respect to any compensation consultant, legal counsel or other advisor retained by the Compensation and Nominating committee;
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7.
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annually reviewing and reassessing the adequacy of the committee charter;
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8.
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reviewing and establishing our overall management compensation, philosophy and policy;
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9.
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overseeing and administering our compensation and similar plans;
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10.
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reviewing and making recommendations to our Board with respect to director compensation;
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11.
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reviewing and discussing with management the compensation discussion and analysis, if any, to be included in our annual proxy statement or Annual Report on Form 10-K;
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12.
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developing and recommending to our Board criteria for board and committee membership;
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13.
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subject to the rights of the Principal Shareholders under the Director Nomination Agreement, identifying and recommending to our Board the persons to be nominated for election as directors and to each of our Board's committees;
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14.
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developing and recommending to our Board best practices and corporate governance policies;
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15.
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developing and recommending to our Board a set of corporate governance guidelines; and
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16.
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reviewing and recommending to our Board the functions, duties and compositions of the committees of our Board.
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1.
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identifying, reviewing and analyzing laws and regulations applicable to us;
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2.
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recommending to the Board, and monitoring the implementation of, compliance programs, policies and procedures that comply with local, state and federal laws, regulations and guidelines;
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3.
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reviewing significant compliance risk areas identified by management;
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4.
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annually reviewing and reassessing the adequacy of the committee charter;
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5.
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discussing periodically with management the adequacy and effectiveness of policies and procedures to assess, monitor, and manage non-financial compliance business risk and compliance programs;
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6.
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monitoring compliance with, investigating alleged breaches of and enforcing our non-financial compliance programs; and
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7.
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reviewing our procedures for the receipt, retention and treatment of complaints received regarding non-financial compliance matters.
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Name
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Age
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Position
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||||
Patrick Blair
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53
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President and Chief Executive Officer
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Benjamin C. Adams
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60
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Chief Financial Officer
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Christine Bent
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54
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Chief Operating Officer
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Richard Feifer
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57
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Chief Medical Officer
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Nicole D'Amato
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45
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Chief Legal Officer and Corporate Secretary
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•
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Patrick Blair, President and Chief Executive Officer;
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•
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Benjamin Adams, Chief Financial Officer;(1) and
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•
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Nicole D'Amato, Chief Legal Officer and Corporate Secretary.
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(1)
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On June 30, 2023, the Company appointed Benjamin Adams as its Chief Financial Officer, effective as of July 10, 2023. Mr. Adams replaced Barbara Gutierrez, who stepped down from her role of Chief Financial Officer, effective as of July 10, 2023, and remained employed by the Company as a Senior Advisor to support the transition through September 15, 2023.
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Name and
Principal Position
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Fiscal
Year
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Salary(1)
($)
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Bonus(2)
($)
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Stock
Awards(3)
($)
|
Option
Awards(4)
($)
|
Non-Equity
Incentive Plan
Compensation(5)
($)
|
Non-qualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation(6)
($)
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Total
($)
|
||||||||||||||||||
Patrick Blair,
President and Chief Executive Officer
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2024
|
826,489
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150,000
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1,200,005
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2,007,500
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750,000
|
-
|
6,900
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4,940,894
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||||||||||||||||||
2023
|
750,000
|
-
|
-
|
-
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750,000
|
-
|
6,600
|
1,506,600
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|||||||||||||||||||
Benjamin Adams,
Chief Financial Officer(7)
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2024
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424,303
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50,500
|
-
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1,813,770
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217,500
|
-
|
7,362
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2,513,435
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||||||||||||||||||
Nicole D'Amato,
Chief Legal Officer and Corporate Secretary
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2024
|
468,932
|
63,000
|
450,002
|
360,000
|
261,000
|
-
|
6,600
|
1,609,534
|
||||||||||||||||||
2023
|
435,000
|
20,000
|
800,008
|
-
|
217,500
|
-
|
6,262
|
1,478,770
|
|||||||||||||||||||
(1)
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Amounts in this column reflect the actual base salaries paid to our Named Executive Officers for the applicable fiscal year, and for fiscal year 2024, also include the following amounts paid to the following Named Executive Officers for their accrued and unused paid time off ("PTO"), pursuant to the Company's PTO policy: (i) $76,489 for Mr. Blair, and (ii) $33,932 for Ms. D'Amato.
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(2)
|
Amounts in this column for fiscal year 2024 reflect discretionary annual cash bonuses earned by our Named Executive Officers in recognition of their achievement during fiscal year 2024 of certain individual performance goals. The amount in this column for fiscal year 2023 represents a discretionary transaction bonus paid to Ms. D'Amato.
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(3)
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Amounts in this column reflect the aggregate grant date fair value of the time-based restricted stock units ("RSUs") granted to our Named Executive Officers in the applicable fiscal year, as computed in accordance with FASB ASC Topic 718. See Note 10 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 for a discussion of the assumptions made in the valuation of these awards in respect of fiscal year 2024.
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(4)
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Amounts in this column reflect the aggregate grant-date fair value of the Class B Units ("Profits Interests") of TCO Group Holdings, L.P., the investment vehicle through which the Principal Shareholders hold their investment ("Holdings"), granted to our Named Executive Officers in fiscal year 2024, as computed in accordance with FASB ASC Topic 718. The Profits Interests represent partnership interests in Holdings that are intended to constitute profits interests for U.S. federal income tax purposes. Despite the fact that the Profit Interests do not require the payment of an exercise price, they are most economically similar to stock options. Accordingly, they are classified as "options" under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an "option-like feature.
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(5)
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Amounts in this column reflect the annual incentive plan cash bonuses earned by our Named Executive Officers in the applicable fiscal year and paid in the subsequent fiscal year. See the section below titled "Annual Bonuses" for further information regarding such bonuses in respect of fiscal year 2024.
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(6)
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Amounts in this column for fiscal year 2024 reflect the aggregate amount of Company contributions made to each Named Executive Officer's account under the Company's 401(k) plan: (i) $6,900 for Mr. Blair, (ii) $7,362 for Mr. Adams, and (iii) $6,600 for Ms. D'Amato.
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(7)
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Mr. Adams is a Named Executive Officer for the first time in fiscal year 2024.
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Option Awards
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Stock Awards
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||||||||||||||||||||||||||||||||
Name
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Grant
Date
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Vesting
Commencement
Date
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Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)
|
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)(1)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units,
or
Other
Rights
That
Have Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Units,
or
Other
Rights
that
Have Not
Vested
($)(1)
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Patrick Blair
|
12/1/2021(2)
|
-
|
346,561
|
207,938
|
776,299
|
7.89
|
11/9/2031
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||
12/1/2021(3)
|
-
|
-
|
-
|
-
|
-
|
-
|
69,312
|
343,788
|
-
|
-
|
|||||||||||||||||||||||
12/1/2021(4)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
258,767
|
1,283,484
|
|||||||||||||||||||||||
8/30/2023(5)(6)
|
-
|
-
|
550,000
|
550,000
|
N/A
|
N/A
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
8/30/2023(7)
|
6/6/2023
|
-
|
-
|
-
|
-
|
-
|
70,176
|
348,073
|
-
|
-
|
|||||||||||||||||||||||
6/5/2024(7)
|
6/5/2024
|
-
|
-
|
-
|
-
|
-
|
123,967
|
614,876
|
-
|
-
|
|||||||||||||||||||||||
Benjamin Adams
|
7/10/2023(5)(6)
|
-
|
-
|
431,850
|
431,850
|
N/A
|
N/A
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||
Nicole D'Amato
|
7/2/2021(7)
|
7/2/2021
|
-
|
-
|
-
|
-
|
-
|
4,147
|
20,569
|
-
|
-
|
||||||||||||||||||||||
2/4/2022(7)
|
7/2/2021
|
-
|
-
|
-
|
-
|
-
|
5,542
|
27,488
|
-
|
-
|
|||||||||||||||||||||||
3/16/2022(7)
|
7/2/2021
|
-
|
-
|
-
|
-
|
-
|
6,465
|
32,066
|
-
|
-
|
|||||||||||||||||||||||
8/15/2022(7)
|
8/15/2022
|
-
|
-
|
-
|
-
|
-
|
61,729
|
306,176
|
-
|
-
|
|||||||||||||||||||||||
6/6/2023(7)
|
6/6/2023
|
-
|
-
|
-
|
-
|
-
|
34,768
|
172,449
|
-
|
-
|
|||||||||||||||||||||||
12/18/2023(5)(6)
|
-
|
-
|
125,000
|
125,000
|
N/A
|
N/A
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
6/4/2024(7)
|
7/4/2024
|
-
|
-
|
-
|
-
|
-
|
97,403
|
483,119
|
|||||||||||||||||||||||||
(1)
|
Amounts reported are based on the fair market value of our common stock on the last day of the fiscal year ended June 30, 2024 (i.e., $4.96).
|
(2)
|
Represents an award of 1,330,798 stock options granted to Mr. Blair on December 1, 2021 that vest as follows: (i) 412∕3% of the stock options subject to the award are subject to the following vesting conditions: (A) 25% vested on the first anniversary of December 1, 2021, and (B) an additional 6.25% will vest at the end of each three-month period thereafter, such that the time-vesting portion of the award is fully vested on the fourth anniversary of December 1, 2021; (ii) 412∕3% of the stock options subject to the award will vest on the first date as of which the volume-weighted average price of a share of stock over the 90-consecutive trading day period ending on such date equals or exceeds $15 per share; and (iii) 162∕3% of the stock options subject to the award will vest on the first date as of which the volume-weighted average price of a share of stock over the 90-day consecutive trading period ending on such date equals or exceeds $21 per share.
|
(3)
|
Represents RSUs granted to Mr. Blair on December 1, 2021 that vest (i) 25% on the first anniversary of December 1, 2021; and (ii) an additional 6.25% at the end of each three-month period thereafter, such that the award is fully vested on the fourth anniversary of December 1, 2021.
|
(4)
|
Represents RSUs granted to Mr. Blair on December 1, 2021 that vest as follows: (i) 184,833 of the RSUs will vest on the first date as of which the volume-weighted average price of a share of stock over the 90-day consecutive trading day period ending on such date equals or exceeds $15 per share; and (ii) 73,933 of the RSUs will vest on the first date as of which the volume-weighted average price of share of stock over the 90-day consecutive trading day period ending on such date equals or exceeds $21 per share.
|
(5)
|
Represents an award of Profits Interests granted to the applicable Named Executive Officer in fiscal year 2024 that vest as follows: (i) 50% based on time-vesting requirements and (ii) 50% based on performance-vesting requirements. The time-vesting Profits Interests vest 25% on each of the first four anniversaries of the grant date. The performance-vesting Profits Interests vest upon the consummation of a Change of Control of Holdings, subject to satisfying certain performance hurdles.
|
(6)
|
For more information on these Profits Interests, see the section titled "Profits Interests" below. The Profits Interests represent partnership interests in Holdings that are intended to constitute profits interests for U.S. federal income tax purposes. Despite the fact that the Profit Interests do not require the payment of an exercise price, they are most economically similar to stock options.
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(7)
|
Represents RSUs granted to the applicable Named Executive Officer which vest in substantially equal installments on each of the first three anniversaries of the applicable vesting commencement date, subject to continued employment through each such vesting date. The applicable vesting commencement dates for such RSU grants are set forth in the table above.
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Name
|
Fees Earned or
Paid in Cash
($)
|
Stock
Awards
($)(1)
|
Total
($)
|
||||||
John Ellis Bush
|
100,000
|
-
|
100,000
|
||||||
James Carlson
|
200,000
|
-
|
200,000
|
||||||
Patty Fontneau
|
100,000
|
-
|
100,000
|
||||||
Ted Kennedy, Jr.
|
100,000
|
-
|
100,000
|
||||||
Teresa Sparks(2)
|
120,000
|
100,000
|
220,000
|
||||||
Marilyn Tavenner
|
120,000
|
-
|
120,000
|
||||||
Richard Zoretic
|
100,000
|
-
|
100,000
|
||||||
Sean Traynor(3)(4)
|
-
|
-
|
-
|
||||||
Andrew Cavanna(4)
|
-
|
-
|
-
|
||||||
Tom Scully(4)
|
-
|
-
|
-
|
||||||
(1)
|
Amounts in this column reflect the aggregate grant date fair value of the RSUs granted to certain of our non-employee directors in fiscal year 2024, as computed in accordance with FASB ASC Topic 718. See Note 10 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 for a discussion of the assumptions made in the valuation of these awards. As of June 30, 2024, certain of our non-employee directors held outstanding stock awards as of such date in the following amounts: Ms. Sparks - 17,362 RSUs, which fully vested on August 14, 2024. As of June 30, 2024, certain of our non-employee directors held outstanding Profits Interests under the Holdings Incentive Plan as of such date in the following amounts: Mssrs. Kennedy and Zoretic and Ms. Tavenner - 91,000 Profits Interests, which vested 25% on each of the first four anniversaries of the applicable date of grant (i.e., September 22, 2020), subject to continued service.
|
(2)
|
Ms. Sparks was appointed as a member of the Board effective August 14, 2023.
|
(3)
|
Mr. Traynor resigned from his position as a member of the Board effective August 8, 2023.
|
(4)
|
As affiliates of our Principal Shareholders, Mr. Cavanna, Mr. Scully and Mr. Traynor received no compensation for service as directors.
|
Plan Category
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants
and Rights(1)
|
Number of Securities
Remaining Available
for Future Issuances
Under Equity
Compensation Plans
(Excluding Securities
Reflected in First
Column)
|
||||||
Equity Compensation Plans Approved by Security Holders(2)
|
4,097,277
|
$7.89
|
9,823,930
|
||||||
Equity Compensation Plans Not Approved by Security Holders
|
-
|
-
|
-
|
||||||
Total
|
4,097,277
|
$7.89
|
9,823,930
|
||||||
(1)
|
Excludes RSUs, which have no exercise price.
|
(2)
|
Represents the Incentive Plan.
|
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•
|
the related person's relationship to us and interest in the transaction;
|
•
|
the material facts of the proposed transaction, including the proposed aggregate value of the transaction;
|
•
|
the impact on a director's independence in the event the related person is a director or an immediate family member of the director or director nominee;
|
•
|
the benefits to us of the proposed transaction
|
•
|
if applicable, the availability of other sources of comparable products or services; and
|
•
|
an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally.
|
•
|
the amounts involved exceeded or will exceed $120,000; or
|
•
|
1% of the average of our total assets at June 30, 2024 and 2023,
|
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•
|
each person or group known to us who beneficially owns more than 5% of our common stock;
|
•
|
each of our directors;
|
•
|
each of our Named Executive Officers; and
|
•
|
all of our directors and executive officers as a group.
|
Name of Beneficial Owner
|
Number of Shares
Beneficially
Owned
|
Percentage of
Shares
Outstanding
|
||||
5% Stockholders
|
||||||
TCO Group Holdings, L.P.(1)
|
112,988,070
|
83.4%
|
||||
Named Executive Officers and Directors
|
||||||
Patrick Blair(2)
|
1,624,651
|
1.2
|
||||
Benjamin Adams
|
-
|
-
|
||||
Nicole D'Amato
|
140,683
|
*
|
||||
John Ellis Bush
|
-
|
-
|
||||
James Carlson
|
41,873
|
*
|
||||
Andrew Cavanna
|
-
|
-
|
||||
Patricia Fontneau
|
14,286
|
*
|
||||
Ted Kennedy, Jr.
|
23,000
|
*
|
||||
Thomas Scully
|
100,000
|
*
|
||||
Teresa Sparks
|
17,362
|
*
|
||||
Marilyn Tavenner
|
-
|
-
|
||||
Richard Zoretic
|
-
|
-
|
||||
All Directors and Executive Officers as a Group (14 individuals)(2)(3)
|
1,962,732
|
1.4%
|
||||
*
|
Indicates less than 1%.
|
(1)
|
Represents 112,988,070 shares of common stock held by TCO Group Holdings, L.P., which is the legal name of the investment vehicle through which the Principal Shareholders and certain other holders, including certain directors and members of management, hold their investment. Voting and dispositive power with respect to the common stock held by TCO Group Holdings, L.P. is exercised by a committee of limited partners (the "LP Board"), pursuant to a delegation of authority from its limited partners. The LP Board is to be comprised of up to fourteen persons with four persons currently serving, including Thomas Scully and Sean Traynor (the "WCAS Designees") and Andrew Cavanna and Pavithra Mahesh (the "Apax Designees"). The LP Board exercises its voting and dispositive power by majority vote, so long as one WCAS Designee and one Apax Designee comprise the majority.
|
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(2)
|
Includes 34,656 options to purchase shares of common stock and 11,552 restricted stock units, each vesting within 60 days of October 11, 2024.
|
(3)
|
Includes current directors and executive officers.
|
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2024
|
2023
|
|||||
Audit Fees(1)
|
$1,152,916
|
$1,029,180
|
||||
Audit-Related Fees(2)
|
46,787
|
42,843
|
||||
Tax Fees
|
-
|
-
|
||||
All Other Fees
|
-
|
-
|
||||
Total
|
$1,199,703
|
$1,072,023
|
||||
(1)
|
Consist of fees for the audit and other procedures in connection with the Annual Reports on Form 10-K for the years ended June 30, 2024 and 2023 and the review of our financial statements for the quarterly periods in those fiscal years.
|
(2)
|
Includes the aggregate fees for the audit of the annual financial statements of the Company's 401(k) plan.
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INNOVAGE HOLDING CORP.
|
||||||
By:
|
||||||
Name:
|
||||||
Title:
|
||||||
INNOVAGE HOLDING CORP.
8950 EAST LOWRY BLVD
DENVER, CO 80230
SCAN TO VIEW MATERIALS & VOTE |
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.comor scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on December 4, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/INNV2024
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on December 4, 2024. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V57957-P17883 | KEEP THIS PORTION FOR YOUR RECORDS | |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY |
INNOVAGE HOLDING CORP.
The Board of Directors recommends you vote FOR each of the following nominees: |
||
1. | Election of Class I Directors | ||||
Nominees: | For | Withhold | |||
1a. | Andrew Cavanna | ☐ | ☐ | ||
1b. | Thomas Scully | ☐ | ☐ | ||
1c. | Marilyn Tavenner | ☐ | ☐ |
The Board of Directors recommends you vote FOR proposals 2 and 3. | For | Against | Abstain | |
2. | The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2025. | ☐ | ☐ | ☐ |
3. | The approval of an amendment to the Company's Second Amended and Restated Certificate of Incorporation to provide for the exculpation of certain officers as permitted under Delaware law. | ☐ | ☐ | ☐ |
NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | |||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.
V57958-P17883 |
INNOVAGE HOLDING CORP.
Annual Meeting of Stockholders
December 5, 2024 at 9:00 a.m. EST
This proxy is solicited by the Board of Directors
The stockholder(s) hereby appoint(s) Benjamin C. Adams and Nicole D'Amato, or either of them, as proxies, each with the power to appoint their substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of INNOVAGE HOLDING CORP. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 a.m. EST on December 5, 2024, at www.virtualshareholdermeeting.com/INNV2024, and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. If any other matters properly come before the meeting that are not specifically set forth on the proxy card and in the Proxy Statement, the proxies will vote in their discretion.
Please refer to the Proxy Statement for a discussion of the Proposals.
Continued and to be signed on reverse side