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Innovex International, Inc.

For the period ended Mar 27, 2026. Filed Mar 27, 2026.

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About 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.

Mar 27, 2026 · Filed Mar 27, 2026

INVX$25.13+2.9%Stored close · as of Nov 6, 2026
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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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-11(c) or §240.14a-12

INNOVEX INTERNATIONAL, INC.

(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 the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules14a-6(i)(1) and 0-11.

Innovex International, Inc.

19120 Kenswick Drive

Humble, Texas 77338

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of Innovex International, Inc. (“we” or the “Company”) to be held at the Company corporate headquarters at 19120 Kenswick Drive, Humble, TX 77338, on May 7, 2026 at 9:00 a.m., Central Time. For those of you who cannot be present at this annual meeting, we urge that you participate by voting your proxy over the Internet, by telephone or mail at your earliest convenience.

This booklet includes the notice of the meeting and the proxy statement, which contains information about the Board of Directors of the Company (the “Board” or “Board of Directors”) and its committees and personal information about the nominees for the Board. Other matters on which action is expected to be taken during the meeting are also described.

It is important that your shares are represented at the meeting, whether or not you are able to attend. Accordingly, please vote your proxy over the Internet, by telephone or, if printed proxy materials are mailed to you, by signing, dating and mailing promptly the enclosed proxy in the envelope provided.

On behalf of the Board of Directors, thank you for your continued support.

Adam Anderson

Chief Executive Officer

March 27, 2026

Notice of Annual Meeting of Stockholders

DATE:May 7, 2026TIME:9:00 a.m., Central TimeLOCATION:Innovex International, Inc.19120 Kenswick DriveHumble, TX 77338RECORD DATE:March 13, 2026AGENDA:1.To elect the nominees named in the proxy statement as directors to serve for a three-year term (Proposal 1).2.To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 (Proposal 2).3.To conduct a non-binding advisory vote to approve the Company’s compensation of its named executive officers (Proposal 3).4.To transact such other business as may properly come before the meeting or any reconvened meeting after an adjournment thereof.

The Board of Directors of Innovex International, Inc. has fixed March 13, 2026 as the record date for determining stockholders entitled to notice of, and to vote at, the meeting or any reconvened meeting after an adjournment thereof, and only holders of common stock of record at the close of business on that date will be entitled to notice of, and to vote at, the meeting or any reconvened meeting after an adjournment.

You are cordially invited to attend the meeting at 19120 Kenswick Drive, Humble, TX 77338, on May 7, 2026 at 9:00 a.m., Central Time. Even if you plan to attend the meeting, however, you are requested to vote your proxy over the Internet, by telephone or, if printed proxy materials are mailed to you, by marking, signing, dating and returning the accompanying proxy in the envelope provided as soon as possible.

By Order of the Board of Directors

Adam AndersonChief Executive OfficerMarch 27, 2026

PROXY VOTING

Your vote is important. Please vote promptly so your shares can be represented, even if you plan to attend the annual meeting. You can vote by Internet atwww.proxypush.com/INVX, by telephone at 1-866-895-6908 or by requesting a printed copy of the proxy materials and using the proxy card enclosed with the printed materials.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 7, 2026.

The Proxy Statement, our annual report and other proxy materials are available atwww.proxydocs.com/INVX.

Table of contents

Introduction1
Record Date and Voting Securities1
Security Ownership of Certain Beneficial Owners and Management3
Delinquent Section 16(a) Reports5
PROPOSAL 1. Election of Directors6
Vote Required for Approval6
Corporate Governance Matters10
Board Independence and Leadership Structure10
Board’s Role in the Oversight of Risk Management10
Determinations of Director Independence11
Code of Business Conduct and Ethical Practices12
Majority Voting in Director Elections12
Compensation Committee Interlocks and Insider Participation13
Insider Trading Policy13
Committees of the Board of Directors13
Information Regarding Meetings15
Stockholder Communications15
Website Availability of Governance Documents16
Stockholder Engagement16
Executive Officers17
Related Person Transactions18
Director Compensation21
Non-Employee Director Compensation Program21
Director Stock Ownership Guidelines21
Executive Compensation23
Compensation Discussion and Analysis23
Overview23
Purposes of the Executive Compensation Program23
Administration of Executive Compensation Program23
Overview of Executive Compensation and our Compensation Process24
Role of Consultants24
Elements of Compensation25
Stock Ownership Guidelines29
Hedging and Pledging Policy30
Impact of Accounting Treatment30
Stockholder Advisory “Say-on-Pay” Vote30
Compensation Committee Report31
Summary Compensation Table32
Grants of Plan-Based Awards33
Outstanding Equity Awards at Fiscal Year-End34
Option Exercises and Stock Vested34
Payments Upon Termination or Change-in-Control35
CEO Pay Ratio42
Pay Versus Performance43
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information47
Equity Compensation Plan Information48
Audit Committee Report49
PROPOSAL 2. Ratification of Appointment of Independent Registered Public Accounting Firm50
Fees Paid to PwC51
Audit Committee Pre-Approval Policy for Audit and Non-Audit Services52
Vote Required for Ratification52
PROPOSAL 3. Advisory Vote to Approve Executive Compensation53
Vote Required for Approval54
Other Business55
Additional Information56
Stockholder Proposals for 2027 Meeting56
Advance Notice Required for Stockholder Nominations and Proposals56
Householding of Annual Meeting Materials56

PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.