Intapp Sets Virtual 2025 Annual Meeting, Board Backs All Proposals

TL;DR

**INTA's virtual annual meeting is a routine governance check, but the board's unanimous 'FOR' recommendations signal stability, making it a hold for now.**

AI Summary

Intapp, Inc. (INTA) is holding its 2025 Annual Meeting of Stockholders on November 18, 2025, virtually, to elect three Class II directors, ratify Deloitte & Touche LLP as its independent auditor for fiscal year ending June 30, 2026, and conduct an advisory vote on named executive officer compensation. The Board of Directors unanimously recommends voting 'FOR' all proposals, including the re-election of Beverly Allen, Nancy Harris, and Marie Wieck to terms expiring in 2028. As of the September 23, 2025 record date, there were 81,787,131 shares of common stock outstanding, each entitled to one vote. The company expects to mail the Notice of Internet Availability of Proxy Materials on or about October 7, 2025. This DEF 14A filing outlines the procedural aspects of the meeting and the items of business, emphasizing the virtual format and voting instructions for stockholders.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines the governance structure and key decisions for Intapp, Inc. (INTA), including the election of Class II directors Beverly Allen, Nancy Harris, and Marie Wieck, who will serve until 2028. The ratification of Deloitte & Touche LLP as auditor provides assurance on financial oversight, while the Say-On-Pay vote offers stockholders a voice on executive compensation, directly impacting investor confidence and alignment with management. In a competitive software market, strong governance and transparent compensation practices are vital for attracting and retaining talent and capital, influencing INTA's long-term strategic positioning against rivals.

Risk Assessment

Risk Level: low — The filing primarily details procedural matters for the 2025 Annual Meeting, including director elections and auditor ratification, which are standard corporate governance activities. There are no immediate financial or operational risks disclosed within this DEF 14A, as it focuses on meeting logistics and voting proposals rather than business performance or market conditions.

Analyst Insight

Investors should review the proxy materials for detailed information on director qualifications and executive compensation, then cast their votes according to the Board's recommendations or their own analysis. Given the routine nature of the proposals, no immediate trading action is suggested, but active participation in the Say-On-Pay vote is a key opportunity for shareholder influence.

Key Numbers

• November 18, 2025 — Date of Annual Meeting (The virtual Annual Meeting will be held at 10:00 a.m. Pacific Time.)
• September 23, 2025 — Record Date (Only stockholders of record on this date are entitled to vote.)
• 81,787,131 — Shares of Common Stock Outstanding (As of the Record Date, each share is entitled to one vote.)
• 3 — Number of Class II Directors to be Elected (Beverly Allen, Nancy Harris, and Marie Wieck are nominated for terms until 2028.)
• June 30, 2026 — Fiscal Year End (Deloitte & Touche LLP is appointed for this fiscal year.)
• October 7, 2025 — Filing Date (Date the DEF 14A was filed and Notice of Internet Availability of Proxy Materials was mailed.)

Key Players & Entities

• Intapp, Inc. (company) — Registrant and Company holding the Annual Meeting
• Deloitte & Touche LLP (company) — Independent registered public accounting firm for fiscal year ending June 30, 2026
• Beverly Allen (person) — Class II Director nominee for election until 2028
• Nancy Harris (person) — Class II Director nominee for election until 2028
• Marie Wieck (person) — Class II Director nominee for election until 2028
• John Hall (person) — Chairman of the Board and Chief Executive Officer
• Steven Todd (person) — General Counsel and Secretary
• SEC (regulator) — Securities and Exchange Commission
• Computershare Trust Company, N.A. (company) — Transfer agent for Intapp, Inc.
• Inovalon Holdings, Inc. (company) — Beverly Allen's current employer as Chief Legal Officer

FAQ

Industry Context

Intapp, Inc. operates in the professional services software market, providing cloud-based solutions that help firms manage client engagement, risk, and profitability. The industry is characterized by a growing demand for integrated platforms that streamline operations and enhance data security for law firms, accounting firms, and other professional services organizations. Competition includes established players and emerging technology providers, driving innovation in areas like AI-powered insights and workflow automation.

Regulatory Implications

As a publicly traded company, Intapp is subject to SEC regulations, including timely and accurate filing of proxy statements like this DEF 14A. Compliance with corporate governance rules, disclosure requirements, and regulations related to executive compensation and auditor ratification is critical to maintaining investor confidence and avoiding penalties.

What Investors Should Do

1. Review the Proxy Statement
2. Vote on Proposals
3. Attend the Virtual Meeting

Key Dates

• 2025-11-18: 2025 Annual Meeting of Stockholders — Key date for electing directors, ratifying auditor, and advisory vote on executive compensation.
• 2025-09-23: Record Date — Determines which stockholders are eligible to vote at the Annual Meeting.
• 2025-10-07: Mailing of Notice of Internet Availability of Proxy Materials — Initiates the proxy voting process for the Annual Meeting.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting of stockholders, including proposals to be voted on, director nominees, and executive compensation. (This document is the primary source of information for stockholders regarding the upcoming annual meeting and voting matters.)

Class II Directors

Directors who are elected for a specific class term, typically serving for a set number of years before their term expires. (The election of Class II directors is a key agenda item for the Annual Meeting, with specific nominees proposed.)

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 eligible voters for the November 18, 2025 Annual Meeting.)

Proxy Materials

Documents, such as the proxy statement and proxy card, that a company sends to its shareholders to inform them about matters to be voted on at a shareholder meeting and to solicit their votes. (These materials, made available via the internet, contain the details necessary for stockholders to cast their votes.)

Virtual Meeting

A shareholder meeting conducted entirely online, typically via a webcast, allowing remote participation. (The 2025 Annual Meeting will be held virtually, requiring specific instructions for attendance and participation.)

Year-Over-Year Comparison

This DEF 14A filing focuses on the procedural aspects and agenda for the 2025 Annual Meeting. Specific comparative financial data or changes in risk factors from the previous year's filing are not detailed within this document, which primarily serves to solicit votes for upcoming proposals. Further comparison would require referencing the prior year's DEF 14A and the company's financial reports.

Filing Documents

• ny20051971x1_def14a.htm (DEF 14A) — 1083KB
• logo_intappv2.jpg (GRAPHIC) — 46KB
• ny20051971x1_pc01.jpg (GRAPHIC) — 587KB
• ny20051971x1_pc02.jpg (GRAPHIC) — 442KB
• 0001140361-25-037489.txt ( ) — 4559KB
• inta-20251118.xsd (EX-101.SCH) — 3KB
• inta-20251118_def.xml (EX-101.DEF) — 2KB
• ny20051971x1_def14a_htm.xml (XML) — 178KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 20 COMPENSATION DISCUSSION AND ANALYSIS 20 COMPENSATION COMMITTEE REPORT 29 PROPOSAL 3 30 ADVISORY VOTE ON EXECUTIVE COMPENSATION 30 VOTES REQUIRED 30

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 31 SUMMARY COMPENSATION TABLE 31 GRANTS OF PLAN-BASED AWARDS 32 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 33 OPTION EXERCISES AND STOCK VESTED 34 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 34 CEO PAY RATIO 35 PAY VERSUS PERFORMANCE 37 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 39

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 42 STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS 45 HOUSEHOLDING 46 ANNUAL REPORT ON FORM 10-K 47 OTHER MATTERS 47 i TABLE OF CONTENTS Cautionary Statement Regarding Forward-Looking Statements Certain statements in this proxy statement, including statements relating to estimates, projections, goals, commitments, and expected results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are generally identified by the words "believe," "expect," "anticipate," "intend," "opportunity," "plan," "project," "will," "should," "could," "would," "likely" and similar expressions. Forward-looking statements are based on current assumptions that are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements, including the risks and uncertainties discussed in Item 1A-Risk Factors of the Form 10-K included in our 2025 Annual Report and in our Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission ("SEC"). Such forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise publicly any forward-looking statements, except as required by law. Incorporation by Reference Unless explicitly stated, information contained on or accessible via our website is not incorporated by reference into this Proxy Statement or any other report we file with the SEC. This proxy statement may identify additional resources that can be found on the Company's website. These additional resources, reports, disclosures, and policies are not part of or incorporated by reference in this proxy statement. 1 TABLE OF CONTENTS GENERAL INFORMATION The

View Full Filing

View this DEF 14A filing on SEC EDGAR