Innovex International, Inc.
For the period ended Mar 27, 2026. Filed Mar 27, 2026.
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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.
Mar 27, 2026 · Filed Mar 27, 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, 2026 | AGENDA: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
| Introduction | 1 |
|---|---|
| Record Date and Voting Securities | 1 |
| Security Ownership of Certain Beneficial Owners and Management | 3 |
| Delinquent Section 16(a) Reports | 5 |
| PROPOSAL 1. Election of Directors | 6 |
| Vote Required for Approval | 6 |
| Corporate Governance Matters | 10 |
| Board Independence and Leadership Structure | 10 |
| Board’s Role in the Oversight of Risk Management | 10 |
| Determinations of Director Independence | 11 |
| Code of Business Conduct and Ethical Practices | 12 |
| Majority Voting in Director Elections | 12 |
| Compensation Committee Interlocks and Insider Participation | 13 |
| Insider Trading Policy | 13 |
| Committees of the Board of Directors | 13 |
| Information Regarding Meetings | 15 |
| Stockholder Communications | 15 |
| Website Availability of Governance Documents | 16 |
| Stockholder Engagement | 16 |
| Executive Officers | 17 |
| Related Person Transactions | 18 |
| Director Compensation | 21 |
| Non-Employee Director Compensation Program | 21 |
| Director Stock Ownership Guidelines | 21 |
| Executive Compensation | 23 |
| Compensation Discussion and Analysis | 23 |
| Overview | 23 |
| Purposes of the Executive Compensation Program | 23 |
| Administration of Executive Compensation Program | 23 |
| Overview of Executive Compensation and our Compensation Process | 24 |
| Role of Consultants | 24 |
| Elements of Compensation | 25 |
| Stock Ownership Guidelines | 29 |
| Hedging and Pledging Policy | 30 |
| Impact of Accounting Treatment | 30 |
| Stockholder Advisory “Say-on-Pay” Vote | 30 |
| Compensation Committee Report | 31 |
| Summary Compensation Table | 32 |
| Grants of Plan-Based Awards | 33 |
| Outstanding Equity Awards at Fiscal Year-End | 34 |
| Option Exercises and Stock Vested | 34 |
| Payments Upon Termination or Change-in-Control | 35 |
| CEO Pay Ratio | 42 |
| Pay Versus Performance | 43 |
| Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 47 |
|---|---|
| Equity Compensation Plan Information | 48 |
| Audit Committee Report | 49 |
| PROPOSAL 2. Ratification of Appointment of Independent Registered Public Accounting Firm | 50 |
| Fees Paid to PwC | 51 |
| Audit Committee Pre-Approval Policy for Audit and Non-Audit Services | 52 |
| Vote Required for Ratification | 52 |
| PROPOSAL 3. Advisory Vote to Approve Executive Compensation | 53 |
| Vote Required for Approval | 54 |
| Other Business | 55 |
| Additional Information | 56 |
| Stockholder Proposals for 2027 Meeting | 56 |
| Advance Notice Required for Stockholder Nominations and Proposals | 56 |
| Householding of Annual Meeting Materials | 56 |
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.