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INTEST CORP

Regulatory Filings Apr 28, 2025

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DEFA14A 1 d942853ddefa14a.htm DEFA14A DEFA14A

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

(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-12

inTEST Corporation

(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.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

P.O. BOX 8016, CARY, NC 27512-9903 Your vote matters!

| |
| --- |
| Important Notice
Regarding the Availability of Proxy Materials for the Stockholders Meeting To Be Held On June 18, 2025 For Stockholders of Record as of April 21, 2025 |
| InTest Corporation Annual Meeting of Stockholders Wednesday, June 18, 2025 11:00 AM, Eastern Time Annual meeting to be held virtually via the internet - please visit www.proxydocs.com/INTT for more details. You must register to attend the meeting online and/or participate at
www.proxydocs.com/INTT For a convenient way to view proxy materials, VOTE, and obtain directions to attend the meeting go to www.proxydocs.com/INTT To vote your proxy while visiting this site, you will need the 12 digit control number in the
box below. This communication presents only an overview of the more complete proxy
materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting. Under United States Securities and Exchange Commission rules, proxy materials do not have to be
delivered in paper. Proxy materials can be distributed by making them available on the internet. If you want to receive a paper or e-mail copy of the proxy material, you must request one. There is no charge to you for requesting a copy. In order to receive a paper
package in time for this year’s meeting, you must make this request on or before June 6, 2025. |
| To order paper materials, use one of the following methods. Internet: www.investorelections.com/INTT Call: 1-866-648-8133 Email: [email protected] * If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located below) in the subject line. No other
requests, instructions OR other inquiries should be included with your e-mail requesting material. |
| ● |
| Have the 12 digit control number located in the box above available when you access the website and follow the instructions. |
| SEE REVERSE FOR FULL AGENDA |
| Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved |

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FOR ON PROPOSALS 1, 2 AND 3 THE BOARD RECOMMENDS THAT AN ADVISORY VOTE ON THE COMPENSATION FOR NAMED EXECUTIVE OFFICERS BE
HELD EVERY 1 YEAR.
PROPOSAL
1. Election, as directors, of the five nominees named in the accompanying Proxy Statement, with each director to serve until the next annual meeting of stockholders and until the election and
qualification of such director’s successor;
1.01 Steven J. Abrams, Esq.
1.02 Jeffrey A. Beck
1.03 Joseph W. Dews IV
1.04 Richard N. Grant, Jr.
1.05 Gerald J. Maginnis
2. Ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2025;
3. Approval, on an advisory basis, of the compensation of our named executive officers;
4. Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers.
NOTE: The proxies are authorized to vote, in their discretion, upon such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual
Meeting.

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