Inogen (INGN) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 5, 2026, will be held virtually; shareholders can vote and submit questions online.

• Recent operational and strategic turnaround led to a return to positive Adjusted EBITDA in 2025, with ongoing efforts to improve commercial execution and operational discipline.

• Leadership strengthened with a new independent director and key senior management hires aligned with strategic priorities.

• Active engagement with shareholders, including a new share repurchase program and a proposal to declassify the Board, reflecting a focus on accountability and value creation.

Voting matters and shareholder proposals

• Election of two Class III directors for three-year terms.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of the Amended and Restated 2023 Equity Incentive Plan, increasing share reserve by 750,000 shares.

• Approval of an amendment to declassify the Board, transitioning to annual director elections by 2029.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; a new director, Vafa Jamali, appointed effective June 2026.

• Board leadership structure requires separation of Chairperson and CEO roles; Chairperson must be independent.

• Board diversity includes four women and three directors from underrepresented groups.

• Four standing committees: Audit, Compensation, Compliance, and Nominating and Governance, all meeting independence requirements.

• Active stockholder engagement led to governance changes, including the proposal to declassify the Board.