InnovAge Holding Corp.
For the period ended Dec 4, 2025. Filed Oct 23, 2025.
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Dec 4, 2025 · Filed Oct 23, 2025
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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
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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InnovAge Holding Corp.
(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 |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Dear Fellow Stockholders,
We are pleased to invite you to attend our Annual Meeting of Stockholders of InnovAge Holding Corp. (“InnovAge” or the “Company”) to be held virtually on Thursday, December 4, 2025, at 9:00 a.m. Eastern Time (the “Annual Meeting”). You will be able to attend the meeting online by visitingwww.virtualshareholdermeeting.com/INNV2025. You will be able to submit questions and vote your shares electronically during the meeting by logging in using the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or the voting instruction form received from your bank or broker. Once you have logged in to the virtual meeting, you will be able to submit questions and vote your shares electronically during the meeting.
The accompanying proxy statement provides information about the matters we will ask you to consider at the Annual Meeting, which are:
| 1. | to elect the three director nominees identified in the accompanying proxy statement to serve as Class II directors until the Annual Meeting to be held in 2028 and until their successors are duly elected and qualified; |
| 2. | 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; and |
| 3. | to transact other business as may properly come before the meeting or any adjournment of the meeting. |
Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote. You may vote by proxy over the Internet, by telephone, or by mail by following the instructions on the Notice of Internet Availability of Proxy Materials, proxy card or the voting instruction form received from your bank or broker. Voting by proxy will ensure your representation at the Annual Meeting regardless of whether you attend.
Sincerely,
JAMES G. CARLSON
Chair of the Board
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 4, 2025:
This Notice of Annual Meeting, the accompanying proxy statement and our Annual Report on
Form 10-K for the Fiscal Year Ended June 30, 2025 are available at
www.proxyvote.com
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of stockholders of InnovAge Holding Corp. for 2025 (the “Annual Meeting”) will be held via the internet atwww.virtualshareholdermeeting.com/INNV2025 on Thursday, December 4, 2025, at 9:00 a.m. Eastern Time for the following purposes:
| 1. | to elect the three director nominees identified in the accompanying proxy statement to serve as Class II directors until the Annual Meeting to be held in 2028 and until their successors are duly elected and qualified; |
| 2. | 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; and |
| 3. | to transact other business as may properly come before the meeting or any postponement or adjournment of the Annual Meeting. |
Stockholders of record as of the close of business on October 14, 2025, are entitled to vote. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to the Annual Meeting, at 8950 E. Lowry Boulevard, Denver, Colorado 80230, and on the date of the meeting, on the virtual platform for the Annual Meeting atwww.virtualshareholdermeeting.com/INNV2025.
The Notice of Internet Availability or the proxy statement is first being made available to the Company’s stockholders of record on or about October 23, 2025.
By Order of the Board of Directors,
NICOLE D’AMATO
Chief Legal Officer and Corporate Secretary
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