INTELLINETICS, INC.
For the period ended Apr 30, 2025. Filed Apr 30, 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 30, 2025 · Filed Apr 30, 2025
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U.S. Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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| ☐ | Preliminary Proxy Statement |
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| ☐ | 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 Rule 14a-12 |
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NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 18, 2025
To Our Stockholders:
Notice is hereby given that the 2025 Annual Meeting of Stockholders ofIntellinetics, Inc., (the “Company” or “Intellinetics”) will be held at 2190 Dividend Drive, Columbus, Ohio 43228 on June 18, 2025, at 3:00 p.m., local time, for the following purposes:
| 1 | To elect six directors, each to hold office for a term of one year and until his or her successor is duly elected and qualified; |
| 2 | To ratify the appointment of GBQ Partners LLC (“GBQ”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 3 | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting. |
These items of business are more fully described in the proxy statement accompanying this notice.
We have elected to provide access to our proxy materials primarily over the internet, pursuant to the Securities and Exchange Commission’s “Notice and Access” rules. We believe this process expedites stockholders’ receipt of proxy materials, while lowering the costs of our Annual Meeting and conserving natural resources. Beginning on or about May 1, 2025, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to each of our stockholders entitled to notice of, and to vote at, the Annual Meeting, which contains instructions for accessing the attached proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and voting instructions. The Notice also includes instructions on how you can receive a paper copy of your proxy materials. This proxy statement and the Annual Report are both available online at: https://www.iproxydirect.com/INLX.
The Board of Directors has fixed the close of business on April 21, 2025 as the record date for determining the stockholders who are entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements of the Annual Meeting.
By Order of the Board of Directors,
James F. DeSocio
President and Chief Executive Officer
Columbus, Ohio
April 30, 2025
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the Annual Meeting, you are urged to submit your proxy or voting instructions as soon as possible so that your shares can be voted at the Annual Meeting. You may vote your shares by Internet, phone or email or by completing, signing, dating and returning your proxy card.
For further instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About the Annual Meeting” in the proxy statement and the instructions on the proxy card or voting instruction form.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON June 18, 2025:
The proxy statement and our 2024 Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are available athttps://www.iproxydirect.com/INLX and also on our website atir.intellinetics.com/sec-filings.
Stockholders requesting physical or email copies of the proxy materials and the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2024 should follow the instructions provided in the Notice. These materials will be furnished without charge to any stockholder requesting it.
PROXY STATEMENT
2025 ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
| Page | |
|---|---|
| Questions and Answers About the Annual Meeting and Voting | 1 |
| Corporate Governance | 6 |
| Board Composition | 6 |
| Director Independence | 6 |
| Meetings of the Board of Directors | 6 |
| Executive Sessions | 6 |
| Director Attendance at Annual Meetings of Stockholders | 7 |
| Committees of the Board of Directors | 7 |
| Board Leadership Structure | 10 |
| Nominations of Directors | 10 |
| Role of the Board in Risk Oversight | 12 |
| Legal Proceedings | 13 |
| Insider Trading Prevention Policy; Hedging and Pledging Policy | 13 |
| Codes of Ethics | 13 |
| Compensation Committee Interlocks and Insider Participation | 13 |
| Access to Management and Outside Advisors | 13 |
| Communications with the Board of Directors | 13 |
| Proposal 1 – Election of Directors | 14 |
| Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm | 16 |
| Security Ownership of Certain Beneficial Owners and Management | 18 |
| Executive Compensation | 19 |
| Director Compensation | 26 |
| Certain Relationships and Related Transactions | 26 |
| Audit Committee Report | 29 |
| Incorporation by Reference | 30 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 30 |
| Stockholder Proposals | 30 |
| Other Matters | 31 |
| Appendix A: Committee Charters | 32 |
| Appendix B: Non-GAAP Financial Measures | 40 |
PROXY STATEMENT
For The
2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 18, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.