INNOVATIVE SOLUTIONS & SUPPORT INC
For the period ended Apr 17, 2025. Filed Mar 5, 2025.
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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.
Apr 17, 2025 · Filed Mar 5, 2025
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Contents
APPENDIX AA-1
Appendix A — Adjusted Operating Income Reconciliation
| | Operating Income | | | | $9,661,537 | | | |
|---|---|---|---|---|---|---|---|---|
| | Acquisition related costs | | | | | 1,172,363 | | |
| | CFO transition, ATM Costs and other strategic initiatives | | | | | 612,907 | | |
| | Adjusted Operating Income | | | | $11,446,807 | | |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE APRIL 17, 2025 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Mr. Shahram Askarpour and Jeffrey DiGiovanni and either of them as proxies, each with power of substitution, and hereby authorizes them to represent the undersigned and to vote, as designated on the reverse side, all the shares of Common Stock held of record by the undersigned on February 20, 2025 at the Annual Meeting of Shareholders of Innovative Solutions and Support, Inc., to be held on April 17, 2025, at the Company’s corporate offices, 720 Pennsylvania Drive, Exton, Pennsylvania, beginning at 10:00 a.m. local time, or at any adjournment or postponement thereof, upon the matters set forth in the Notice of Annual Meeting of Shareholders and Proxy Statement, receipt of which is hereby acknowledged.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE AS TO ANY PARTICULAR ITEM, THIS PROXY WILL BE VOTED IN FAVOR OF THE NOMINEES LISTED IN PROPOSAL NO. 1 AND IN FAVOR OF PROPOSAL NO. 2.
☒ Please mark your votes as in this example.
Election of each of the Dr. Shahram Askarpour, Messrs. Roger A. Carolin, Glen R. Bressner Stephen L. Belland, Garry Dean, and Ms. Denise L. Devine as directors of the Company for a term of one year:
| | Shahram Askarpour | | | ☐ | | | FOR NOMINEE | | | ☐ | | | WITHHOLD AUTHORITY | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Stephen L. Belland | | | ☐ | | | FOR NOMINEE | | | ☐ | | | WITHHOLD AUTHORITY | |
| | Glen R. Bressner | | | ☐ | | | FOR NOMINEE | | | ☐ | | | WITHHOLD AUTHORITY | |
| | Roger A. Carolin | | | ☐ | | | FOR NOMINEE | | | ☐ | | | WITHHOLD AUTHORITY | |
| | Garry Dean | | | ☐ | | | FOR NOMINEE | | | ☐ | | | WITHHOLD AUTHORITY | |
| | Denise L. Devine | | | ☐ | | | FOR NOMINEE | | | ☐ | | | WITHHOLD AUTHORITY | |
Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ended September 30, 2025:
| | ☐ FOR | | | ☐ AGAINST | | | ☐ ABSTAIN | |
|---|
PLEASE SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES LISTED IN PROPOSAL NO. 1, AND “FOR” PROPOSAL NO. 2
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED ABOVE. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF THE NOMINEES LISTED IN PROPOSAL NO. 1 AND IN FAVOR OF PROPOSAL NO. 2.
Attendance of the undersigned at the meeting, or at any adjournment or postponement thereof, will not be deemed to revoke this proxy, unless the undersigned shall affirmatively indicate at such meeting or session the intention of the undersigned to vote said share(s) in person. If the undersigned hold(s) any of the shares of the Company in a fiduciary, custodial, or joint capacity or capacities, this proxy is signed by the undersigned in every such capacity, as well as individually.
PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
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SIGNATURE
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SIGNATURE (if jointly owned)
Note: Please sign name(s) exactly as appearing hereon. When signing as attorney, executor, administrator, or other fiduciary, please give your full title as such. Joint owners should each sign personally. When signing as a corporation or a partnership, please sign in the name of the entity by an authorized person.
☐
Please check this box if you plan to attend the meeting.
BROADRIDGE CORPORATE ISSUER SOLUTIONS C/O INNOVATIVE SOLUTIONS AND SUPPORT, INC.P.O. BOX 1342BRENTWOOD, NY 11717 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-
paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V63885-P26230 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY INNOVATIVE SOLUTIONS AND SUPPORT, INC. The Board of Directors recommends you vote FOR the following proposal: Election of each of Messrs. Shahram Askarpour, Roger A. Carolin, Glen R. Bressner, Garry Dean, Stephen L. Belland and Ms. Denise L. Devine as directors of the Company for a term of one year. 1a. Shahram Askarpour 1b.Roger A. Carolin!!1c.Glen R. Bressner!!3.1d.Garry Dean!!1e.Stephen L. Belland!!1f.Denise L. Devine!!YesNo Please indicate if you plan to attend this meeting. The Board of Directors recommends you vote FOR the following proposal: Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2025. To transact any other business that may properly come before the meeting. For Against Abstain Please indicate if you plan to attend this meeting. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. V63886-P26230 INNOVATIVE SOLUTIONS AND SUPPORT, INC.720 PENNSYLVANIA DRIVE, EXTON, PENNSYLVANIA 19341THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS PROXY FOR THE APRIL 17, 2025 ANNUAL MEETING OF SHAREHOLDERSThe undersigned hereby appoints Mr. Shahram Askarpour and Jeffrey DiGiovanni and either of them as proxies, each with power of substitution, and hereby authorizes them to represent the undersigned and to vote, as designated on the reverse side, all the shares of Common Stock held of record by the undersigned on February 20, 2025 at the Annual Meeting of Shareholders of Innovative Solutions and Support, Inc., to be held on April 17, 2025, at the Company's corporate offices, 720 Pennsylvania Drive, Exton, Pennsylvania 19341, beginning at 10:00 a.m. local time, or at any adjournment or postponement thereof, upon the matters set forth in the Notice of Annual Meeting of Shareholders and Proxy Statement, receipt of which is hereby acknowledged.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE AS TO ANY PARTICULAR ITEM, THIS PROXY WILL BE VOTED IN FAVOR OF THE NOMINEES LISTED IN PROPOSAL NO. 1, AND IN FAVOR OF PROPOSAL NO. 2.PLEASE SIGN, DATE AND RETURN THIS PROXY CARD IMMEDIATELY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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