Intrusion (INTZ) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 27, 2026, to be held virtually for increased accessibility and reduced environmental impact.

• Four key proposals: election of five directors, ratification of auditors, approval for potential issuance of shares above Nasdaq's 19.9% threshold, and adjournment if needed.

• Strategic acquisition of OW Cyber LLC to expand in AI and cybersecurity, requiring shareholder approval for potential share issuance.

Voting matters and shareholder proposals

• Election of five directors, each to serve until the next annual meeting or until successors are elected.

• Ratification of Whitley Penn LLP as independent auditors for fiscal year 2026.

• Approval sought for potential issuance of shares exceeding 19.9% of outstanding stock to complete the acquisition of OW Cyber LLC.

• Adjournment proposal allows the meeting to be postponed to solicit additional proxies if Proposal 3 lacks sufficient votes.

• Shareholder proposals for the 2027 meeting must be submitted by March 22, 2027.

Board of directors and corporate governance

• Board consists of five directors, four of whom are independent as per Nasdaq rules.

• Directors bring expertise in cybersecurity, IT, finance, and corporate governance.

• Board committees: Audit (McCallum, Wilson, Hinchcliffe), Compensation (LeVecchio, McCallum, Hinchcliffe), Nominating and Governance (Wilson, McCallum, Hinchcliffe).

• Board and committees met regularly in 2025, with high attendance.

• No family relationships or recent legal proceedings involving directors or officers.