INTEST CORP
For the period ended Jun 17, 2026. Filed Apr 28, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 17, 2026 · Filed Apr 28, 2026
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.)
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
InTest Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF
2026 ANNUAL MEETING OF
STOCKHOLDERS
AND
PROXY STATEMENT
| NOTICE OFANNUAL MEETINGOF STOCKHOLDERS To Be Held June 17, 2026 | 804 East Gate Drive, Suite 200Mt. Laurel, New Jersey 08054 |
|---|---|
| YOUR VOTE IS IMPORTANT Whether or not you plan to attend the meeting, we hope you will vote as soon as possible. Information about voting methods is set forth in the accompanying Proxy Statement. | Dear Stockholders,NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of InTest Corporation will be held virtually via live webcast on Wednesday, June 17, 2026, at 11:00 a.m. Eastern Time at www.proxydocs.com/INTT. The Annual Meeting will be held virtually to consider and vote on the following matters described in the accompanying Proxy Statement: 1.Election, as directors, of the five nominees named in the accompanying Proxy Statement, with each director to serve until the next annual meeting of stockholders and until the election and qualification of such director’s successor;2.Approval of Amendment No.1 to the InTest Corporation 2023 Stock Incentive Plan;3.Ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2026;4.Approval, on an advisory basis, of the compensation of our named executive officers; and5.Such other business as may properly be brought before the meeting or any adjournment thereof. The Board of Directors has fixed April 20, 2026, at the close of business, as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting.By Order of the Board of Directors,Duncan GilmourSecretary April 28, 2026 |
Table of Contents
| Page | |
|---|---|
| Proxy Statement Summary | 1 |
| Proxy Statement | 2 |
| Questions and Answers About the 2026 Annual Meeting of Stockholders | 3 |
| Corporate Governance | 7 |
| Directors | 11 |
| Executive Officers | 15 |
| Executive Compensation | 16 |
| Management Proposals: | |
| Proposal 1: Election of Directors | 30 |
| Proposal 2: Approval of Amendment No.1 to the InTest Corporation 2023 Stock Incentive Plan | 30 |
| Proposal 3: Ratification of Independent Registered Public Accounting Firm | 38 |
| Proposal 4: Advisory Vote on the Compensation of our Named Executive Officers | 39 |
| Other Information | 40 |
| Appendix A: Amendment No. 1 to the InTest Corporation 2023 Stock Incentive Plan | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.