DEFM14A: Definitive proxy statement

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 È

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 Section 240.14a-12

IDENTIV, 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 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.

May 13, 2024

Dear Stockholder:

You are invited to attend the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Identiv, Inc., a Delaware corporation ("Identiv," the "Company," "we," "us" or "our"), to be held virtually on Friday, June 28, 2024 at 10:00 a.m., Pacific Time. You will be able to attend the meeting by visiting www.virtualshareholdermeeting.com/INVE2024 and using the 16-digit control number included in your proxy materials.

At the Annual Meeting, you will be asked to consider and vote upon the important matters described in the Proxy Statement accompanying this letter, including, without limitation: (i) a proposal to approve the sale of our physical security, access card, and identity reader operations and assets, including all outstanding shares of Identiv Private Limited, our wholly-owned subsidiary (the "Physical Security Business"), to Hawk Acquisition, Inc., a Delaware corporation ("Buyer") and a wholly-owned subsidiary of Vitaprotech SAS, a French société par actions simplifiée and provider of security solutions, in exchange for $145.0 million in cash, subject to customary adjustments, and the assumption by Buyer of certain liabilities related to the Physical Security Business (collectively, the "Asset Sale"), pursuant to that certain Stock and Asset Purchase Agreement, dated as of April 2, 2024 (the "Agreement"), by and between the Company and Buyer (the "Asset Sale Proposal"), (ii) a proposal to approve certain compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Asset Sale, on a non-binding advisory basis (the "Asset Sale Compensation Proposal"), and (iii) a proposal to approve the adjournment of the Annual Meeting to a later date, if necessary or appropriate, to allow for the solicitation of additional proxies in the event that there are insufficient votes at the time of the Annual Meeting to approve the Asset Sale Proposal (the "Adjournment Proposal").

The Asset Sale is the result of a broad review of strategic alternatives by our Board of Directors, which resulted in entering into an agreement to sell our Physical Security Business to Buyer. After careful consideration, the Board of Directors determined that the Asset Sale, on the terms and subject to the conditions set forth in the Agreement, is fair to and in the best interests of the Company and its stockholders and approved and declared advisable the Asset Sale and the transactions contemplated by the Agreement. Accordingly, the Board of Directors recommends that stockholders vote in favor of approving the Asset Sale.

Following the completion of the Asset Sale, the Company will continue to be a public company operating under the name Identiv, Inc. and will continue to own the assets and liabilities of the Company's Internet of Things ("IoT") business (the "IoT Business"). As of immediately following the closing of the Asset Sale, the Company's revenues will be generated by the IoT Business. For additional information, see the sections of this Proxy Statement entitled "Proposal No. 1 - The Asset Sale Proposal - Business of the Company Following the Asset Sale" beginning on page 50 and "Unaudited Pro Forma Condensed Consolidated Financial Information" beginning on page 95.

The Asset Sale, as contemplated by the Agreement, may constitute the sale of substantially all of the assets of the Company under Delaware law. As a result, we are seeking the approval of the Asset Sale Proposal from our stockholders. The proposal to approve the Asset Sale pursuant to the Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock and our Series B non-voting convertible preferred stock, $0.001 par value per share ("Series B Preferred Stock"), voting together as a single class (the Series B Preferred Stock voting on an as-converted basis), present in person or by proxy and entitled to vote thereon at the Annual Meeting (the "Required Stockholder Approval"). The closing of the Asset Sale contemplated by the Agreement is conditioned on the Company receiving the Required Stockholder Approval. Therefore, it is very important that your shares be represented and voted at the Annual Meeting.

The Asset Sale is not conditioned upon stockholders approving the Asset Sale Compensation Proposal. The effectiveness of the payment of any compensation to our named executive officers pursuant to the Asset Sale Compensation Proposal is conditioned upon the consummation of the Asset Sale. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the Proxy Statement. Stockholders do not have appraisal rights in connection with the Asset Sale.

The Company plans to use a portion of the net proceeds from the Asset Sale to pursue growth opportunities for the IoT Business. The Company may also use the funds for other purposes, including, without limitation, to pay dividends and distributions on or redeem or repurchase its capital stock; for working capital and other general corporate purposes, which may include sales and marketing activities, research and development, general and administrative matters and capital expenditures; to invest in or acquire complementary businesses, products, services, technologies or assets; or to otherwise execute its growth strategy. Our Board of Directors is working to identify specific plans, investments or acquisitions for the use of the proceeds from the Asset Sale with the intent of supporting the sustainable and profitable growth of the IoT Business.

You will also be asked to consider and vote upon the following matters as more fully described in the Proxy Statement accompanying this letter: (i) a proposal to elect two Class III director nominees to each serve for a three-year term ending at the annual meeting of stockholders in 2027 or until their successors have been duly elected and qualified or until they resign or are removed (the "Election of Directors Proposal"); (ii) a proposal to approve an amendment to the Company's 2011 Incentive Compensation Plan, to increase the number of authorized shares of common stock available for issuance thereunder by 1,500,000 shares and to extend the term of the plan through 2034 (the "2011 Plan Amendment Proposal"); (iii) a proposal to approve the compensation of our named executive officers, on a non-binding advisory basis (the "Say on Pay Proposal"); (iv) a proposal to approve the frequency of holding an advisory vote on named executive officer compensation, on a non-binding advisory basis (the "Frequency of Say on Pay Proposal"); and (v) a proposal to ratify the appointment of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (the "Auditor Ratification Proposal"). The completion of the Asset Sale is not conditioned upon the approval of the proposals set forth in this paragraph.

This letter is accompanied by the Proxy Statement, which describes the formal business to be conducted at the Annual Meeting. In particular, please review the matters referred to under "Risk Factors" beginning on page 24 for a discussion of the risks related to the Asset Sale. We encourage you to read the Proxy Statement and all annexes thereto carefully and in their entirety. A copy of our Annual Report on Form 10-K for the year ended December 31, 2023, as amended, is also enclosed for your information. You may obtain additional information about us from documents we have filed with the Securities and Exchange Commission, which are available without charge through the Securities and Exchange Commission's website at www.sec.gov.

The Board of Directors recommends that you vote "FOR" the Asset Sale Proposal, "FOR" the Asset Sale Compensation Proposal, "FOR" each of the director nominees in the Election of Directors Proposal, "FOR" the 2011 Plan Amendment Proposal, "FOR" the Say on Pay Proposal, "1 YEAR" for the Frequency of Say on Pay Proposal, "FOR" the Auditor Ratification Proposal, and "FOR" the Adjournment Proposal, as more fully described in the accompanying Proxy Statement. Your vote is very important regardless of the number of shares that you own and we encourage you to vote promptly. After reading the Proxy Statement, please promptly mark, sign and date the enclosed proxy card and return it in the prepaid envelope. Alternatively, you may vote your shares over the Internet or via a toll-free telephone number. Instructions regarding all three methods of voting are provided on the proxy card. If you attend the meeting virtually, you will have the right to revoke your proxy and vote your shares at that time, unless otherwise noted in the Proxy Statement. If your shares are held in "street name," you should instruct your broker, bank or other nominee to vote your shares in accordance with the voting instruction form that you will receive from your broker, bank or other nominee. The failure to instruct your broker, bank or other nominee how to vote will have the same effect as voting "AGAINST" the approval of the Asset Sale Proposal.

We thank you for your continued support.

Sincerely,

/s/ James E. Ousley

James E. Ousley

Chairman of the Board

IDENTIV, INC.

2201 Walnut Avenue, Suite 100

Fremont, California 94538

NOTICE OF

2024 ANNUAL MEETING OF STOCKHOLDERS

Friday, June 28, 2024

TO OUR STOCKHOLDERS:

The 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Identiv, Inc., a Delaware corporation ("Identiv," the "Company," "we," "us" or "our"), will be held virtually on Friday, June 28, 2024 at 10:00 a.m., Pacific Time. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ INVE2024 and using the 16-digit control number included in your proxy materials. We are holding this Annual Meeting for the following purposes:

1. To approve the sale of our physical security, access card, and identity reader operations and assets, including all outstanding shares of Identiv Private Limited, our wholly-owned subsidiary (the "Physical Security Business"), to Hawk Acquisition, Inc., a Delaware corporation ("Buyer") and a wholly-owned subsidiary of Vitaprotech SAS, a French société par actions simplifiée and provider of security solutions, in exchange for $145.0 million in cash, subject to customary adjustments, and the assumption by Buyer of certain liabilities related to the Physical Security Business (collectively, the "Asset Sale"), pursuant to that certain Stock and Asset Purchase Agreement, dated as of April 2, 2024 (the "Agreement"), by and between the Company and Buyer (the "Asset Sale Proposal");
2. To approve certain compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Asset Sale, on a non-binding advisory basis (the "Asset Sale Compensation Proposal");
3. To elect two Class III director nominees to each serve for a three-year term ending at the annual meeting of stockholders in 2027 or until their successors have been duly elected and qualified or until they resign or are removed (the "Election of Directors Proposal");
4. To approve an amendment to the Company's 2011 Incentive Compensation Plan (the "2011 Plan"), to increase the number of authorized shares of common stock available for issuance thereunder by 1,500,000 shares and to extend the term of the plan through 2034 (the "2011 Plan Amendment Proposal");
5. To approve the compensation of our named executive officers, on a non-binding advisory basis (the "Say on Pay Proposal");
6. To approve the frequency of holding an advisory vote on named executive officer compensation, on a non-binding advisory basis (the "Frequency of Say on Pay Proposal");
7. To ratify the appointment of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (the "Auditor Ratification Proposal");
8. To approve the adjournment of the Annual Meeting to a later date, if necessary or appropriate, to allow for the solicitation of additional proxies in the event that there are insufficient votes at the time of the Annual Meeting to approve the Asset Sale Proposal (the "Adjournment Proposal"); and
9. To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

The accompanying Proxy Statement and its annexes, including all documents incorporated by reference into the accompanying Proxy Statement, more fully describes these items of business. We urge you to read this information carefully.

The Board of Directors recommends that you vote "FOR" each of the proposals outlined above (including, "1 YEAR" for the Frequency of Say on Pay Proposal) and as more fully described in the accompanying Proxy Statement.

Only stockholders of record at the close of business on May 1, 2024 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at the Company's headquarters, located at 2201 Walnut Avenue, Suite 100, Fremont, California 94538, for 10 days prior to the date of the meeting, ending on the day before the meeting date.

By Order of the Board of Directors of Identiv, Inc.

/s/ James E. Ousley

James E. Ousley

Chairman of the Board

Fremont, California

May 13, 2024

TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, WE URGE YOU TO VOTE AS PROMPTLY AS POSSIBLE BY FOLLOWING THE INSTRUCTIONS INCLUDED ON THE PROXY CARD OR VOTING INSTRUCTION FORM. THANK YOU FOR ACTING PROMPTLY.

IMPORTANT: Please vote your shares by Internet or telephone, as described herein and on the proxy card or voting instruction form, to assure that your shares are represented at the Annual Meeting, or mark, sign and date the proxy card and return it in the enclosed postage-paid envelope. If you attend the virtual meeting, you may choose to vote at that time even if you have previously voted your shares.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held virtually on June 28, 2024.

The Proxy Statement and the Annual Report on Form 10-K, as amended, are available at

www.proxyvote.com.

TABLE OF CONTENTS
	Page
SUMMARY OF THE ASSET SALE	1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE ASSET SALE	12
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	22
RISK FACTORS	24
THE ANNUAL MEETING	32
General	32
Record Date; Stockholders Entitled to Vote	32
Shares Outstanding	32
Quorum and Vote Required	32
Shares Owned by Our Directors and Executive Officers	34
Voting Procedures	34
Solicitation of Proxies	35
Revocability of Proxies	35
Annual Report and Other Matters	36
Stockholder Proposals for 2025 Annual Meeting of Stockholders	36
Adjournments or Postponements	37
Assistance	37
PROPOSAL NO. 1 THE ASSET SALE PROPOSAL	38
Information about the Parties	38
General Description of the Asset Sale	39
Background of the Asset Sale	40
Recommendation of the Board; Reasons for the Asset Sale	46
Business of the Company Following the Asset Sale	50
Opinion of Craig-Hallum Capital Group LLC	53
Certain Unaudited Prospective Financial Information	59
Interests of Certain Persons in the Asset Sale	61
Certain U.S. Federal Income Tax Considerations for the Asset Sale	64
Regulatory Matters	67
Appraisal Rights	68
THE STOCK AND ASSET PURCHASE AGREEMENT	69
Explanatory Note Regarding the Agreement	69
Purchase and Sale of Stock and Assets	69
Purchased Assets	69
Excluded Assets	71
Assumption and Transfer of Liabilities	72
Consideration	73
Guaranty	73
The Closing of the Asset Sale	73
Representations and Warranties; Material Adverse Effect	74
Covenants and Agreements	76
Reasonable Efforts; Governmental Approvals and Consents	79
Conditions to Completion of the Asset Sale	86
Survival and Indemnification	87
Termination of the Agreement	88
Effect of Termination	90
Termination Fee	90
Expenses	90
Amendment and Waiver	90
Third-Party Beneficiaries	91
Governing Law	91
Jurisdiction	91

Waiver of Jury Trial	92
Enforcement	92
ANCILLARY AGREEMENTS	93
Voting Agreement	93
Transition Services Agreement	93
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION	95
PHYSICAL SECURITY BUSINESS UNAUDITED CARVE-OUT FINANCIAL STATEMENTS	103
PROPOSAL NO. 2 THE ASSET SALE COMPENSATION PROPOSAL	113
PROPOSAL NO. 3 THE ELECTION OF DIRECTORS PROPOSAL	115
Directors and Nominees	115
Director Independence	117
Board Structure and Board Meetings	118
Committees of the Board of Directors	120
Policy for Director Recommendations and Nominations	123
Corporate Governance	124
Compensation of Directors	124
EXECUTIVE COMPENSATION	126
Compensation Discussion and Analysis	126
Compensation Committee Report	133
Compensation Committee Interlocks and Insider Participation	134
Summary Compensation Table	134
Grants of Plan-Based Awards Table	135
Outstanding Equity Awards at Fiscal Year-End	135
Option Exercises and Stock Vested Table	136
Pay Versus Performance	139
Equity Compensation Plan Information	141
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	142
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	145
PROPOSAL NO. 4 THE 2011 PLAN AMENDMENT PROPOSAL	146
PROPOSAL NO. 5 THE SAY ON PAY PROPOSAL	156
PROPOSAL NO. 6 THE FREQUENCY OF SAY ON PAY PROPOSAL	157
PROPOSAL NO. 7 THE AUDITOR RATIFICATION PROPOSAL	158
PROPOSAL NO. 8 THE ADJOURNMENT PROPOSAL	160
WHERE YOU CAN FIND MORE INFORMATION	161
OTHER MATTERS	162
ANNEX A STOCK AND ASSET PURCHASE AGREEMENT DATED APRIL 2, 2024 BY AND
BETWEEN THE COMPANY AND BUYER	A-1
ANNEX B OPINION OF CRAIG-HALLUM CAPITAL GROUP LLC DATED APRIL 1, 2024	B-1
ANNEX C IDENTIV, INC. 2011 INCENTIVE COMPENSATION PLAN	C-1

SUMMARY OF THE ASSET SALE

This summary, together with the following section of this Proxy Statement entitled "Questions and Answers about the Annual Meeting and the Asset Sale" highlights selected information from this Proxy Statement and may not contain all of the information that is important to you as a stockholder or that you should consider before voting on the Asset Sale Proposal. To better understand the Asset Sale, you should read carefully this entire Proxy Statement and all of its annexes, including the Agreement (as defined below), which is attached as Annex A, before voting on the Asset Sale Proposal. In addition, we incorporate by reference important business and financial information about the Company in this document and you are encouraged to review all such information incorporated by reference herein. Each item in this summary includes a page reference directing you to a more complete description of that item. You may obtain without charge copies of documents incorporated by reference into this Proxy Statement by following the instructions under "Where You Can Find More Information". Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the section entitled "The Stock and Asset Purchase Agreement".

Information about the Parties (page 38)

Identiv, Inc.

Identiv, Inc.

2201 Walnut Avenue, Suite 100

Fremont, California 94538

1. 250-8888www.identiv.com

Identiv, Inc., a Delaware corporation ("Identiv," the "Company", "we," "us," or "our"), is a global digital security and identification leader in the Internet of Things ("IoT") with a mission to software-enable the entire physical world. Our radio-frequency identification ("RFID") IoT devices and IoT software platform are designed to digitally enable and secure any physical item. Our products enable unique and secure digital interaction with the physical world while simultaneously managing data flows from each physical object, thereby creating a software-enabled experience for the user that goes beyond a purely physical interaction. Our physical security systems secure virtually every aspect of places and our interaction with them. Our systems provide customers with identification, access control, video surveillance and analytics. We believe our systems are built to meet the needs of various stakeholders, from engineers, systems designers, installers, and administrators to systems managers and individual users. By digitally enabling physical "things," we make them more secure, responsive, feature-rich, interactive, and customer-connected. RFID powers a wide range of IoT applications, including customer engagement, product authenticity, enhanced consumer experiences, instrumentation and sensor enabling, brand protection, product tracking, and tamper detection. For additional information about Identiv and our business, see the section entitled "Where You Can Find More Information".

Hawk Acquisition, Inc.

Hawk Acquisition, Inc. c/o Vitaprotech SAS 1, rue du Dauphine 69120 Vaulx-en-VelinFrance

Hawk Acquisition, Inc. is a Delaware corporation ("Buyer") and a wholly-owned subsidiary of Vitaprotech SAS, a French société par actions simplifiée ("Vitaprotech").

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Vitaprotech SAS

Vitaprotech SAS 1, rue du Dauphine 69120 Vaulx-en-VelinFrance www.vitaprotech.com

Vitaprotech is a provider of security solutions in the sectors of Intrusion Detection, Access Control, and Intelligent Software Monitoring, and offers a comprehensive and consolidated approach to securing physical access to professional and sensitive sites.

General Description of the Asset Sale (page 39)

On April 2, 2024, the Company entered into a Stock and Asset Purchase Agreement by and between the Company and Buyer attached as Annex A(the "Agreement").

Pursuant to the terms of the Agreement, the Company will sell to Buyer its physical security, access card, and identity reader operations and assets, including all outstanding shares of Identiv Private Limited, a wholly-owned subsidiary of the Company (the "Physical Security Business"), in exchange for $145.0 million in cash (the "Purchase Price"), subject to customary adjustments, and the assumption by Buyer of certain liabilities related to the Physical Security Business (collectively, the "Asset Sale"). The Physical Security Business solutions secure physical locations and spaces (physical access security) and information networks and data (logical access security). The Company's enterprise-scale,high-security platform for the Physical Security Business encompasses access control software, video management software, credentials, access control hardware and sensors, mobile access control, telephone entry systems, logical access control hardware, software, and mobile applications. Vitaprotech has agreed to guarantee the payment of the Initial Purchase Price (as defined in the Agreement) and debt financing reimbursement and pre-closing indemnification obligations of Buyer under the Agreement.

The Asset Sale, as contemplated by the Agreement, may constitute the sale of substantially all of the assets of the Company under Delaware law. As a result, we are seeking the approval of the Asset Sale Proposal from our stockholders.

Following the completion of the Asset Sale, the Company will continue to be a public company operating under the name Identiv, Inc. and will continue to own the assets and liabilities of the Company's IoT business (the "IoT Business"). As of immediately following the closing of the Asset Sale, the Company's revenues will be generated by the IoT Business. The remaining IoT Business, Identiv IoT, is developing, manufacturing, and supplying specialty IoT solutions tailored for the healthcare industry and other high-value end markets. The Company's specialty RFID IoT devices, including near-field communication ("NFC"), high frequency ("HF"), dual frequency ("DF"), ultra-high frequency ("UHF") and Bluetooth Low Energy ("BLE"), are attached to or embedded into physical items, providing those items with a unique digital identity. These devices enable unique and secure digital interaction with the physical world while simultaneously capturing relevant data which can then be analyzed and managed by the end customer.

As a condition to entering into the Agreement, Buyer required that certain members of the Company's senior management agree to join Buyer upon the closing of the Asset Sale. After considering various factors, including the fact that the Asset Sale would generate needed capital for the remaining IoT Business and that joining Buyer upon the closing of the Asset Sale would be required for the transaction to proceed, Steven Humphreys, Chief Executive Officer and a member of the board of directors of the Company (the "Board of Directors"), and certain other members of the Company's senior management have agreed to depart from the Company upon the closing of the Asset Sale and to join Buyer. Following the completion of the Asset Sale and the departure of certain members of senior management, the senior management of the Company will include

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