Intrusion (INTZ) Proxy filing summary

Executive summary

• Management launched the 'Complete the Transformation' campaign to communicate strategic changes and the rationale for acquiring VigilAigent.

• The acquisition aims to expand recurring revenue, enhance AI capabilities, and broaden commercial relationships.

• Integration efforts have already identified over $3 million in annualized cost synergies and added ~$3.5 million in annual recurring revenue.

• The combined company now serves about 1,000 customers and 80+ reseller partners, with a focus on scalable, partner-led growth.

• Management emphasizes disciplined execution, customer retention, and long-term value creation as key success metrics.

Voting matters and shareholder proposals

• Shareholders are asked to vote on Proposal 3, which seeks approval under Nasdaq rules to complete the VigilAigent transaction framework.

• 2,223,549 shares issued to VigilAigent Corp. at the First Closing are not eligible to vote on Proposal 3.

• If Proposal 3 is not approved, the company may face limitations on issuing shares, potentially requiring renegotiation or alternative financing.

• The Board of Directors unanimously recommends voting FOR Proposal 3.

Board of directors and corporate governance

• The Board and management are actively engaging shareholders through multiple communication channels, including letters, press releases, and social media.

• Directors and executive officers are participants in the proxy solicitation, with their interests disclosed in the definitive proxy statement.