Identiv (INVE) Proxy filing summary

Executive summary

• Stockholders are asked to approve the sale of the specialty IoT business to Trackonomy Systems, Inc. for $50 million in Series C Preferred Stock, plus the assumption of certain liabilities and $25 million in cash, under a Stock and Asset Purchase Agreement dated June 24, 2026.

• The Board unanimously recommends the Asset Sale, citing a thorough strategic review, anticipated synergies, and the opportunity to return $40 million of capital to stockholders post-closing.

• Following the sale, the company will transition to a new business model focused on acquiring SaaS businesses in regulated industries, leveraging integration with Trackonomy’s physical AI platform.

• The Asset Sale is expected to close in Q3 or Q4 2026, subject to stockholder approval and other customary conditions.

Voting matters and shareholder proposals

• Proposals include: (1) approval of the Asset Sale, (2) advisory vote on executive compensation related to the sale, (3) election of five directors, (4) approval of potential issuance of >19.99% of common stock upon Series B Preferred conversion (Nasdaq Proposal), (5) advisory say-on-pay vote, (6) ratification of BPM LLP as auditor, and (7) adjournment if more votes are needed.

• Certain funds affiliated with Bleichroeder LP have entered into a Voting Agreement to support the Asset Sale, representing about 32.1% of eligible votes.

• Approval of the Asset Sale requires a majority of outstanding common and Series B Preferred shares, voting as a single class.

Board of directors and corporate governance

• Five director nominees are proposed for one-year terms; all current directors except one are standing for re-election.

• The Board is majority independent, with separate CEO and Chair roles, and has Audit, Compensation, and Nominating committees composed of independent directors.

• The Board oversees risk, ESG, and cybersecurity, with regular committee reports.