Intage Holdings opposes shareholder push to mandate outside-director majority in bylaws

• Intage Holdings’ board opposed a shareholder-proposed bylaw change to require outside directors to hold a majority of board seats.
• Proposal sought to amend Article 21 of the articles of incorporation to hardwire the outside-director majority requirement.
• Board cited governance steps already in place, projecting outside directors to reach 50% of directors if its slate is elected.
• Directors warned the change would reduce flexibility to adjust board composition as business needs evolve.

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