InnovAge Sets Dec. 4 Virtual Shareholder Meeting to Elect Directors, Ratify Auditor
Ticker: INNV · Form: DEF 14A · Filed: Oct 23, 2025 · CIK: 1834376
| Field | Detail |
|---|---|
| Company | Innovage Holding CORP. (INNV) |
| Form Type | DEF 14A |
| Filed Date | Oct 23, 2025 |
| Risk Level | low |
| Pages | 16 |
| Reading Time | 19 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: Proxy Statement, Corporate Governance, Director Election, Auditor Ratification, Shareholder Meeting, Healthcare Services, SEC Filing
Related Tickers: INNV
TL;DR
**InnovAge's upcoming shareholder meeting is a routine governance check, but pay attention to the director elections as they'll steer the company's strategic course through 2028.**
AI Summary
InnovAge Holding Corp. (INNV) is holding its Annual Meeting of Stockholders virtually on December 4, 2025, at 9:00 a.m. Eastern Time. Stockholders of record as of October 14, 2025, will vote on two key proposals: the election of three Class II director nominees—James G. Carlson, Teresa Sparks, and Richard Zoretic—to serve until the 2028 Annual Meeting, and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026. The company's Board of Directors consists of nine members, divided into three classes, with Class II directors' terms expiring in 2025. InnovAge had 135,681,431 shares of common stock outstanding as of the record date. The proxy materials, including the Annual Report on Form 10-K for the fiscal year ended June 30, 2025, are available online. The Board emphasizes the importance of diverse expertise, including healthcare regulatory issues, financial acumen, and Medicare/Medicaid knowledge, for its directors.
Why It Matters
This DEF 14A filing outlines InnovAge's upcoming Annual Meeting, where investors will vote on critical governance matters, including the composition of its Class II directors and the appointment of its auditor, Deloitte & Touche LLP. The election of James G. Carlson, Teresa Sparks, and Richard Zoretic will shape the company's strategic direction and oversight for the next three years, directly impacting long-term performance and accountability. For employees and customers, a stable and experienced board, particularly with expertise in healthcare regulatory issues and Medicare/Medicaid, is crucial for navigating the complex healthcare landscape and ensuring continued service quality. In a competitive market, strong governance and financial oversight are essential for InnovAge to maintain investor confidence and operational efficiency.
Risk Assessment
Risk Level: low — The filing primarily concerns routine corporate governance matters, such as director elections and auditor ratification, which are standard for public companies. There are no indications of significant financial distress, regulatory non-compliance beyond standard disclosures, or contentious shareholder proposals that would suggest a higher risk level. The company had 135,681,431 shares outstanding as of October 14, 2025, indicating a stable shareholder base for these votes.
Analyst Insight
Investors should review the backgrounds of the director nominees, James G. Carlson, Teresa Sparks, and Richard Zoretic, to ensure their qualifications align with InnovAge's strategic needs, especially given the company's focus on healthcare. Voting for the ratification of Deloitte & Touche LLP is a standard practice, but shareholders should confirm there are no red flags in the accompanying Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
Key Numbers
- 135,681,431 — Shares of common stock outstanding (As of the record date, October 14, 2025, determining voting power.)
- 3 — Number of Class II director nominees (James G. Carlson, Teresa Sparks, and Richard Zoretic are up for election until 2028.)
- 9 — Total number of directors on the Board (The Board is composed of nine directors across three classes.)
- 2028 — Expiration year for Class II director terms (The elected Class II directors will serve until the Annual Meeting in 2028.)
- 2026 — Fiscal year for auditor ratification (Deloitte & Touche LLP is proposed as the independent auditor for the fiscal year ending June 30, 2026.)
Key Players & Entities
- InnovAge Holding Corp. (company) — Registrant and company holding the Annual Meeting
- Deloitte & Touche LLP (company) — Independent registered public accounting firm for fiscal year ending June 30, 2026
- James G. Carlson (person) — Chair of the Board and Class II director nominee
- Teresa Sparks (person) — Director and Class II director nominee
- Richard Zoretic (person) — Director and Class II director nominee
- Nicole D'Amato (person) — Chief Legal Officer and Corporate Secretary
- SEC (regulator) — Securities and Exchange Commission
- $135,681,431 (dollar_amount) — Shares of common stock outstanding as of October 14, 2025
- October 14, 2025 (date) — Record Date for voting eligibility
- December 4, 2025 (date) — Date of the Annual Meeting
FAQ
What is InnovAge Holding Corp.'s Annual Meeting date and time?
InnovAge Holding Corp.'s Annual Meeting of Stockholders will be held virtually on Thursday, December 4, 2025, at 9:00 a.m. Eastern Time. Stockholders can attend online by visiting www.virtualshareholdermeeting.com/INNV2025.
Who are the director nominees for InnovAge's Class II directors?
The three director nominees identified for election as Class II directors are James G. Carlson, Teresa Sparks, and Richard Zoretic. If elected, they will serve until the Annual Meeting to be held in 2028.
Which accounting firm is InnovAge proposing to ratify for fiscal year 2026?
InnovAge is proposing to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2026.
What is the record date for voting at InnovAge's 2025 Annual Meeting?
Stockholders of record as of the close of business on October 14, 2025, are entitled to vote at InnovAge's Annual Meeting. As of this date, the company had 135,681,431 shares of common stock outstanding.
How many shares of common stock did InnovAge have outstanding as of the record date?
As of the record date, October 14, 2025, InnovAge Holding Corp. had 135,681,431 shares of common stock outstanding, with each share entitled to one vote on each matter.
What are the key qualifications InnovAge seeks in its Board of Directors?
InnovAge seeks directors with sophistication and experience in healthcare regulatory issues, accounting and financial acumen, risk management, leadership, and specific knowledge related to Medicare and Medicaid, regulated industries, and payor capabilities.
How can InnovAge stockholders vote if they cannot attend the virtual Annual Meeting?
Stockholders can vote by proxy over the Internet at www.proxyvote.com, by telephone at 1-800-690-6903, or by mail by signing and returning a proxy card. Proxies must be received by 11:59 p.m. Eastern Time on December 3, 2025.
What is the deadline for submitting a stockholder proposal for InnovAge's 2026 annual meeting?
Stockholder proposals for inclusion in InnovAge's 2026 proxy statement must be submitted by email to legal@myinnovage.com no later than June 25, 2026. Other proposals or director nominations have different deadlines outlined in the proxy statement.
What happens if a quorum is not present at InnovAge's Annual Meeting?
If a quorum is not present, the chairperson of the Annual Meeting or a majority in voting power of the stockholders present may adjourn the meeting until a quorum is present or represented. A quorum requires a majority in voting power of outstanding capital stock.
How does InnovAge ensure director diversity on its Board?
While InnovAge does not have a formal policy on director diversity, the Compensation, Nominating and Governance Committee considers individuals with diverse professional expertise, skills, viewpoints, accomplishments, and backgrounds to ensure a sufficient mix of perspectives on the Board.
Industry Context
InnovAge Holding Corp. operates in the healthcare sector, specifically focusing on programs for seniors, often involving Medicare and Medicaid. The company's business model relies heavily on navigating complex regulatory environments and managing relationships with government healthcare programs. Key trends include the increasing demand for senior care services and the ongoing evolution of healthcare policy and reimbursement models.
Regulatory Implications
InnovAge's operations are subject to significant regulatory oversight from agencies like CMS (Centers for Medicare & Medicaid Services). Changes in Medicare and Medicaid regulations, reimbursement rates, or compliance requirements could materially impact the company's financial performance and operational stability. The company's ability to maintain compliance with these complex rules is a critical factor for its continued success.
What Investors Should Do
- Review director nominee qualifications
- Confirm auditor ratification
- Note the virtual meeting format
Key Dates
- 2025-12-04: Annual Meeting of Stockholders — Stockholders will vote on director elections and auditor ratification.
- 2025-10-14: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
- 2026-06-30: Fiscal Year End — The independent auditor is being ratified for this fiscal year.
Glossary
- DEF 14A
- A proxy statement filed with the SEC by publicly traded companies to solicit shareholder votes. (This document contains the information presented in this analysis, detailing proposals for the annual meeting.)
- Class II director nominees
- Nominees for a specific class of directors whose terms expire in a particular year, with their election staggered. (Three Class II directors are up for election until 2028, impacting the board's composition and governance.)
- Record Date
- A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Establishes the pool of shareholders with voting rights for the December 4, 2025, Annual Meeting.)
- Householding
- A SEC rule that allows companies to deliver a single copy of proxy materials to multiple stockholders sharing the same address, reducing printing and mailing costs. (Explains how proxy materials are delivered to stockholders, impacting the physical receipt of documents.)
Year-Over-Year Comparison
This filing pertains to the December 4, 2025, Annual Meeting, with the most recent comparable filing likely being the proxy statement for the 2024 Annual Meeting. Key metrics such as revenue, net income, and EPS would be found in the Annual Report on Form 10-K for the fiscal year ended June 30, 2025, which is referenced as part of the proxy materials. A comparison would require accessing the prior year's proxy statement and 10-K to identify changes in financial performance, director composition, and any new or evolving risk factors.
Filing Stats: 4,785 words · 19 min read · ~16 pages · Grade level 13.3 · Accepted 2025-10-23 16:25:59
Filing Documents
- ny20055646x1_def14a-combined.htm (DEF 14A) — 655KB
- logo_innovage.jpg (GRAPHIC) — 40KB
- sig_jamesgcarlson.jpg (GRAPHIC) — 17KB
- sig_nicoledamato.jpg (GRAPHIC) — 26KB
- ny20055646x1_def14aimg001.jpg (GRAPHIC) — 2KB
- ny20055646x1_def14aimg002.jpg (GRAPHIC) — 1KB
- 0001140361-25-039092.txt ( ) — 1181KB
- innv-20251204.xsd (EX-101.SCH) — 2KB
- ny20055646x1_def14a-combined_htm.xml (XML) — 3KB
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 29 PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 31 AUDIT COMMITTEE REPORT 32 OTHER MATTERS 33 WHERE TO FIND ADDITIONAL INFORMATION 34 COST OF PROXY SOLICITATION 35 i TABLE OF CONTENTS COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING Q: Why did I receive these materials? The Board of Directors (the "Board") of the Company is soliciting your proxy to vote at our Annual Meeting of Stockholders to be held on December 4, 2025 at 9:00 a.m. Eastern Time (the "Annual Meeting") (or at any postponement, adjournment or continuation thereof). Stockholders who own shares of our common stock as of close of business on the record date, October 14, 2025 (the "Record Date"), are entitled to vote at the Annual Meeting. You should review these proxy materials carefully as they give important information about the proposals that will be voted on at the Annual Meeting, as well as other important information about the Company. Q: What is included in the proxy materials? The proxy materials include: our proxy statement for the Annual Meeting; our Annual Report on Form 10-K for the fiscal year ended June 30, 2025; and the proxy card or a voting instruction form for the Annual Meeting. Q: I share an address with another stockholder. How does that impact the proxy materials I receive? The Securities and Exchange Commission ("SEC") rules permit us to satisfy delivery requirements for proxy statements with respect to two or more stockholders of record sharing the same address by delivering a single copy of the Notice of Internet Availability of Proxy Materials (the "Notice") and, if applicable, the proxy materials addressed to those stockholders, a procedure called "householding." To take advantage of this opportunity, only a copy of the Notice and, if applicable, a set of proxy materials is being delivered to all of the accounts regis