INNI DEF 14A Report ended June 7, 2012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

INNOVARO, INC.

2109 Palm Avenue

Tampa, Florida 33605

Dear Stockholder:

You are cordially invited to attend our Annual Meeting of Stockholders on June 7, 2012, at 9:00 a.m., local time, at the Hilton Garden Inn, 1700 E. 9^th Avenue, Tampa, Florida 33605. You will be asked to consider and vote upon the following proposals:

All stockholders are encouraged to vote their shares, either by voting in person at the Annual Meeting of Stockholders or by completing, signing, dating and returning the proxy card enclosed.

We look forward to seeing you, and would like to take this opportunity to remind you that your vote is very important.

Tampa, Florida

April 24, 2012

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 7, 2012.

Our proxy statement and annual report on Form 10-K/A for the year ended December 31, 2011 are available on the Internet at www.innovaro.com under the “SEC Filings” tab in the Investor Relations section of our web site.

The Company is pleased to take advantage of the Securities and Exchange Commission (the “SEC”) rules that allow issuers to furnish proxy materials to their shareholders on the Internet. We are mailing to our shareholders a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) instead of a paper copy of this proxy statement. The Company believes these rules allow it to provide you with the information you need while lowering the cost of delivery and reducing the environmental impact of the Annual Meeting. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Internet Availability Notice.

On or about April 24, 2012, we will mail a Notice of Internet Availability of Proxy Materials to our shareowners who have not previously requested electronic access to our proxy materials or the receipt of paper proxy materials advising them that they can access this proxy statement, the 2011 annual report and voting instructions over the internet. You may then access these materials and vote your shares over the internet or by telephone. The notice contains a 15-digit control number that you will need to vote your shares over the internet or by telephone. The instructions on how to vote your shares are contained in the notice. Please keep the notice for your reference through the meeting date.

INNOVARO, INC.

2109 Palm Avenue

Tampa, Florida 33605

(813) 754-4330

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Innovaro, Inc.:

The 2012 Annual Meeting of Stockholders of Innovaro, Inc. (the “Company” or “Innovaro”) will be held at the Hilton Garden Inn, 1700 E. 9^th Avenue, Tampa, Florida 33605 on June 7, 2012, at 9:00 a.m., local time, for the following purposes:

You have the right to receive notice and to vote at the annual meeting if you were a stockholder of record at the close of business on April 12, 2012. Whether or not you expect to be present in person at the annual meeting, please sign the enclosed proxy and return it promptly in the envelope provided. Instructions are shown on the proxy card. In the event there are not sufficient votes for a quorum or to approve or ratify any of the foregoing proposals at the time of the annual meeting, the annual meeting may be adjourned in order to permit further solicitation of the proxies by the Company.

Tampa, Florida

April 24, 2012

We urge each stockholder to vote your shares using the internet or the telephone by following the instructions in your Internet Availability Notice or your proxy card, or if you requested a paper copy of this proxy statement, you may vote your shares by signing and returning the proxy card you receive with those papers.

INNOVARO, INC.

2109 Palm Avenue

Tampa, Florida 33605

PROXY STATEMENT

For the Annual Meeting of Stockholders to be Held on June 7, 2012

GENERAL INFORMATION ABOUT INNOVARO’S ANNUAL MEETING

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Innovaro, Inc. (the “Company” or “Innovaro”) of proxies to be voted at the Company’s 2012 Annual Meeting of Stockholders (the “Meeting”) and at any adjournment or postponed annual meeting. You are cordially invited to attend the annual meeting to be held on Thursday, June 7, 2012, at 9:00 a.m., local time, at the Hilton Garden Inn, 1700 E. 9^th Avenue, Tampa, Florida 33605.

Stockholders Entitled to Vote

The record date for the annual meeting is April 12, 2012. Only stockholders of record as of the close of business on that date are entitled to notice of and to vote at the annual meeting. On April 12, 2012, there were 15,159,544 shares of common stock issued. The approximate date on which we are first sending this proxy statement and accompanying proxy card is April 24, 2012.

Required Vote

The presence at the Meeting, in person or by proxy, of the holders of a majority of the shares of the Company’s common stock, issued and outstanding as of April 12, 2012, will constitute a quorum. As of April 12, 2012, there were 15,159,544 shares of the Company’s common stock issued. Therefore, the presence of the holders of the Company’s common stock representing at least 7,579,774 votes will be required to establish a quorum. Abstentions and broker non-votes are included in determining whether a quorum is present. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary power with respect to that item and has not received instructions from the beneficial owner.

Election of Directors. The affirmative vote of a plurality of the votes present in person or represented by proxy at the Meeting and entitled to vote at the Meeting is required to elect the five (5) nominees as directors. This means that each of the five (5) nominees will be elected if they receive more affirmative votes than any other person. Because each director nominee is running unopposed, any nominee can be elected upon any affirmative vote regardless of whether such nominee receives more than 50% of the stockholder vote. Votes that are withheld or broker non-votes will have no effect on the outcome of the vote on this proposal.

Ratification of selection of Independent Registered Public Accounting Firm. The affirmative vote of the majority of shares present in person or represented by proxy at the Meeting and entitled to vote at the Meeting is required for the ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2012. Therefore, an abstention from voting on this proposal will have the effect of a negative vote with respect to such proposal.

Approval to Adjourn the Annual Meeting of Stockholders, if necessary or appropriate, to solicit additional proxies in favor of any or all of the foregoing proposals if there are not sufficient votes for these proposals. The affirmative vote of the majority of shares present in person or represented by proxy at the Meeting and entitled to vote at the Meeting is required to approve this proposal. Abstentions, but not broker non-votes, are treated as shares present and entitled to vote, and will be counted as a vote “Against” this proposal. Broker non-votes are treated as present but not entitled to vote, and so reduce the absolute number, but not the percentage of votes needed for approval of this proposal.

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NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Annual Meeting to be held on June 7, 2012.

Our Proxy Statement and Annual Report on Form 10-K/A, as well as any amendments to the foregoing materials that are required to be furnished to shareholders are available at www.proxyvote.com for brokers and street holders and www.edocumentview.com/INV for registered holders

PROXIES AND VOTING PROCEDURES

Your vote is important and you are encouraged to vote your shares promptly.

How Proxies are Voted

Voting on the Internet. You may vote electronically before the Annual Meeting online by following the instructions in the Internet Availability Notice.

Voting by Telephone. You may vote before the Annual Meeting by following the instructions in the Internet Availability Notice or on the proxy card, if you have requested paper copy of the proxy materials.

Voting By Mail. If you do not want to vote electronically before the annual meeting you may request printed copies of the proxy materials by following the instructions on the Internet Availability Notice and then may vote by completing and returning the proxy card in the envelope provided with those materials, before the annual meeting.

Voting In Person. You may vote in person by attending the annual meeting and voting your shares. If you are a beneficial owner of shares held in a street name and you wish to vote in person at the annual meeting, you must obtain a legal proxy from the organization that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy.

Method and Cost of Proxy Solicitation

The expense of preparing, printing and mailing this proxy statement is being paid for by the Company. The Company has requested that brokers, nominees, fiduciaries and other persons holding shares in their names, or in the name of their nominees, which are beneficially owned by others, forward the proxy materials to, and obtain proxies from, such beneficial owners. The Company will reimburse such persons for their reasonable expenses in so doing.

Voting and Revocation of Proxies

If a stockholder is a corporation or partnership, the accompanying proxy card must be signed in the full corporate or partnership name by a duly authorized person. If the proxy card is signed pursuant to a power of attorney or by an executor, administrator, trustee or guardian, the signer’s full title must be given and a certificate or other evidence of appointment must be furnished. If shares are owned jointly, each joint owner must sign the proxy card.

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Any proxy duly given pursuant to this solicitation may be revoked by the stockholder, at any time prior to the voting of the proxy, by written notice to the Company’s Corporate Secretary, by a later-dated proxy signed and returned by mail or by attending the Meeting and voting in person. Attendance at the Meeting will not in and of itself constitute a revocation of a proxy.

CORPORATE GOVERNANCE

The Company’s business and affairs are managed under the direction of the Board of Directors of the Company. The Board of Directors elects the Company’s officers, who serve at the discretion of the Board of Directors.

Director Independence

In accordance with NYSE Amex rules, the Board of Directors affirmatively determines the independence of each director and nominee for election as a director in accordance with the independence requirements set forth in the NYSE Amex listing standards.

Based on these standards, at its meeting held on March 29, 2012, the Board of Directors determined that each of the following non-employee director nominees is an independent director of the Company as required by the listing standards of the NYSE Amex and has no relationship with the Company, except as a director and stockholder of the Company (which relationship the Board of Directors determined did not and will not interfere with his exercise of independent judgment in carrying out his responsibilities as a director):

The Board of Directors considered the related party transaction described under the caption “Certain Relationship and Related Transactions” contained elsewhere in this proxy statement regarding Mark Berset, and determined that such transaction did not impair his independence as a director.

In addition, the remaining director nominees, John Micek and Asa Lanum are not independent directors under the NYSE Amex listing standards. John Micek is not independent due to common ownership with the Company of Verdant Ventures Advisors, LLC. Asa Lanum is not independent under the NYSE Amex listing standards due to his employment with the Company as Chief Executive Officer.

Nominations for Directors

Identifying Candidates

The Nominating and Corporate Governance Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board of Directors with skills and experience that are relevant to the Company’s business and who are willing to continue their service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board of Directors with that of obtaining a new perspective. If any member of the Board of Directors does not wish to continue their service or if the Nominating and Corporate Governance Committee or the Board of Directors decides not to re-nominate a member for re-election, the Nominating and Corporate Governance Committee will identify the desired skills and experience of a new nominee in light of the criteria above. The entire Board of Directors is polled for suggestions as to individuals meeting the aforementioned criteria. Research may also be performed to identify qualified individuals. To date the Company has not engaged third parties to identify or evaluate or assist in identifying potential nominees, although the Company reserves the right in the future to retain a third party search firm, if necessary.

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Qualifications

The Nominating and Corporate Governance Committee has not established specific minimum age, education, and years of business experience or specific types of skills for potential director candidates, but, in general, expects qualified candidates will have ample experience and a proven record of business success and leadership. The Nominating and Corporate Governance Committee also believes it is appropriate for certain key members of the Company’s management to participate as members of the Board of Directors. The Nominating and Corporate Governance Committee will only consider as candidates for director individuals who possess a high level of ethics, integrity and values, and who are committed to representing the long-term interests of our stockholders. Such candidates must be able to make a significant contribution to the governance of our Company by virtue of their business and financial expertise, educational and professional background. The business discipline that may be sought at any given time will vary depending on the needs and strategic direction of our Company, and the disciplines represented by incumbent directors. In evaluating candidates for nomination as a director, the Governance Committee will also consider other criteria, including geographical representation, independence, practical wisdom, mature judgment and having sufficient time to devote to the affairs of the Company in order to carry out the responsibilities of a director. One or more of our directors is required to possess the education or experience required to qualify as an audit committee financial expert as defined in the applicable rules of the Securities and Exchange Commission. The Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity; however, the Board of Directors and the Nominating and Corporate Governance Committee believe that it is essential that the members of the Board of Directors represent diverse viewpoints and a diverse mix of the specific criteria above.

Stockholder Recommendation of Nominees

The Nominating and Corporate Governance Committee will consider qualified director nominees recommended by stockholders when such recommendations are submitted in accordance with our bylaws and any other applicable law, rule or regulation regarding director nominations. Stockholders may submit candidates for nomination to our Board of Directors by writing to: Nominating and Corporate Governance Committee of the Board of Directors, Innovaro, Inc., 2109 Palm Avenue, Tampa. Florida 33605. When submitting a nomination to us for consideration, a stockholder must provide certain information about each person whom the stockholder proposes to nominate for election as a director, including: (i) the name, age, business address and residence address of the person; (ii) the principal occupation or employment of the person; (iii) the class or series and number of shares of our capital stock owned beneficially or of record by the person; and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, or the Exchange Act, and the rules and regulations promulgated thereunder. Such notice must be accompanied by the proposed nominee’s written consent to be named as a nominee and to serve as a director if elected.

Board of Directors, Committee and Director Evaluations

The Nominating and Corporate Governance Committee oversees the evaluation of the Board of Directors as a whole and its committees, as well as individual evaluations of those directors who are being considered for possible re-nomination to the Board of Directors. The evaluation process occurs annually.

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The Board of Directors Leadership Structure

The Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board of Directors as the Board of Directors believes it is in the best interests of the Company to make that determination based upon the position and direction of the Company and the experience of the members of the Board of Directors. After considering these factors, the Board of Directors has determined at this time that the Company’s Chairman should be an independent director rather than the Chief Executive Officer.

The Board of Directors Role in Risk Oversight

The Board of Directors as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant Board Committees that report on their deliberations to the Board of Directors. The oversight responsibility of the Board of Directors and its Committees is enabled by management reporting processes that are designed to provide visibility to the Board of Directors about the identification, assessment and management of critical risks and management’s risk mitigation strategies. These areas of focus include competitive, economic, operational, financial (accounting, credit, liquidity, and tax), legal, regulatory, compliance, health, safety and environment, and reputational risks. The Board of Directors and its Committees oversee risks associated with their respective principal areas of focus, as summarized below. Each Committee is in regular communication with key management personnel and representatives of outside advisors.

Communication with the Board of Directors

Stockholders with questions about the Company are encouraged to contact the Company’s Corporate Secretary. However, if stockholders feel their questions have not been addressed, they may communicate with the Company’s Board of Directors by sending their communications to an individual director(s) or to the Company’s Board of Directors, c/o Corporate Secretary, Innovaro, Inc., 2109 Palm Avenue, Tampa, Florida 33605. All stockholder communications received by the Company’s Corporate Secretary in this manner will be delivered to the individual director(s) or to the Company’s Board of Directors.

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The Chairman of the Board of Directors, Charles Pope, is an independent director and has been designated by the Board of Directors to preside at the executive sessions of the independent directors. If interested parties wish to make a concern known to the independent directors, they may do so in a writing addressed to the Chairman of the Board, Innovaro, Inc., 2109 Palm Avenue, Tampa, Florida 33605.

Code of Business Conduct and Ethics

The Company’s Code of Business Conduct and Ethics, which is the Company’s code of ethics applicable to all directors, executive officers and employees, embodies the Company’s principles and practices relating to the ethical conduct of the Company’s business and its long-standing commitment to honesty, fair dealing and full compliance with all laws affecting the Company’s business. The Code of Business Conduct and Ethics is available on the Company’s website at www.innovaro.com. The Code of Business Conduct and Ethics is also available in print to any stockholder or other interested party who requests it from the Company.

Meetings of the Board of Directors and Committees

The Board of Directors has established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. The charters for the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee can be found on the Company’s website at www.innovaro.com. During fiscal year ended December 31, 2011, the Board of Directors held nine board meetings. All directors attended at least 75% of the aggregate number of meetings of the Board of Directors and applicable committee meetings on which each director served. The Company requires each director to make a diligent effort to attend all board and committee meetings, as well as each annual meeting of stockholders. Each of the directors was present at the Company’s 2011 Annual Meeting of Stockholders.

Membership on Board Committees

This table lists the three committees of the Board of Directors, the directors who currently serve on them, and the number of committee meetings held in 2011.

Audit Committee

The responsibilities of the Audit Committee are described in the Audit Committee’s charter. The Audit Committee provides assistance to the Board of Directors by:

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All members of the Audit Committee are independent directors as required by the listing standards of the NYSE Amex. The Board of Directors has determined that Mr. Pope is an “audit committee financial expert,” as defined by Item 407 of Regulation S-K under the Exchange Act.

Report of the Audit Committee

As described more fully in its charter, the purpose of the Audit Committee is to assist the Board of Directors in its general oversight of the Company’s financial reporting, internal controls, and audit functions. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the Company’s 2011 audited consolidated financial statements with management.

The Audit Committee discussed with the registered independent public accounting firm, Pender Newkirk & Company LLP, the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, Communication with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T. The Audit Committee has received from Pender Newkirk & Company LLP the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the firm’s communications with the audit committee concerning independence from the Company and its management. In addition, the Audit Committee has discussed with Pender Newkirk & Company LLP the firm’s independence from the Company and its management.

In reliance on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved) that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2011, for filing with the SEC.

The Audit Committee

Charles Pope, Chairman

Mark Berset

Compensation Committee

All members of the Compensation Committee are independent directors as required by the listing standards of the NYSE Amex. The Compensation Committee operates pursuant to a charter approved by the Board of Directors. The Compensation Committee reviews and approves annual salaries and bonuses for all officers, reviews, approves and recommends to the Board of Directors the terms and conditions of any employee benefit plans or changes thereto, administers the Company’s stock option plans and carries out the responsibilities required by the rules of the NYSE Amex. The processes and procedures by which the Compensation Committee considers and determines executive officer compensation are described in the Compensation Discussion and Analysis section included in this proxy statement. While the Compensation Committee oversees the Company’s executive compensation program, the Nominating and Governance Committee has the authority to oversee the compensation and benefits of non-employee directors and make recommendations on such matters to the Board of Directors for approval.

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Nominating and Corporate Governance Committee

All members of the Nominating and Corporate Governance Committee are independent directors as required by the listing standards of the NYSE Amex. The Nominating and Corporate Governance Committee has the responsibility of recommending to the Board of Directors nominees to fill vacancies in the Board of Directors, strengthening the Board of Directors’ oversight of management, and monitoring compliance with the Company’s corporate governance guidelines. The Company’s corporate governance guidelines are available on the Company’s website at www.innovaro.com. The Nominating and Corporate Governance Committee also has the responsibility for providing the evaluation of director performance, bringing to the Board of Directors recommendations for the membership of the committees of the Board of Directors, and recommending to the Board of Directors a successor to the Chief Executive Officer when a vacancy occurs through retirement or otherwise.

Executive Officers

The following information pertains to the Company’s executive officers who are not directors or director nominees of the Company.

Sam Reiber, J.D., 65, has served as the Company’s Vice President since December 2000 and has served as the Company’s General Counsel since 1997. Mr. Reiber was also appointed Chief Compliance Officer in February 2010. Mr. Reiber served as a member of the Company’s Board of Directors from May 1998 until February 2010. Mr. Reiber has been in private practice of law in Tampa, Florida for thirty-two years. He received a Bachelor’s degree in economics from the University of Minnesota in 1969 and a Juris Doctorate from the William Mitchell College of Law in 1974.

Carole R. Wright, C.P.A., 50, has served as the Company’s Secretary and Treasurer since June 1999 and as the Company’s Chief Financial Officer since March 2003. Ms. Wright also served as Chief Financial Officer of the Company from June 1999 until February 2001. Ms. Wright has been a partner with Myers & Wright, P.A., an accounting firm located in Tampa, Florida, for twenty-six years. She received her Bachelor of Science degree in accounting from the University of Tampa.

Gary Getz, 56, has served as the Managing Director and Global Practice Leader of Strategos since 2010 and brings over thirty years’ experience as a consultant, strategist, and marketer to bear on behalf of our clients. In the field of innovation, he has led major client engagements in North America, Europe, and Asia, including the innovation-based transformation of a major Asian communications company. He co-authored the book Customer Equity and his work has been published in Harvard Business Review, Fortune Magazine, Harvard Management Update, European Management Journal, The Handbook of Business Strategy, Internet World, and Planning Review. Prior to joining Strategos, he was Managing Principal at Integral, Inc., and led the worldwide strategy practice for Gemini Consulting. Gary holds a BSE in Chemical Engineering from Princeton University and an MBA from Harvard University.

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SECURITY OWNERSHIP

The following table sets forth certain information as of April 12, 2012, with respect to the beneficial ownership of the Company’s common stock by (i) each person known to be the beneficial owner of more than 5% of the outstanding shares of the Company’s common stock, (ii) each of the Company’s executive officers and director nominees and (iii) all of the Company’s executive officers and director nominees as a group. A person has beneficial ownership over shares of the Company’s common stock if the person has voting or investment power over the shares or the right to acquire such power within 60 days. Investment power means the power to direct the sale or other disposition of the shares. Each person has sole voting and investment power over the shares, except as described below.

DIRECTOR COMPENSATION

The following table sets forth compensation that the Company paid during the fiscal year ended December 31, 2011 to its non-employee directors. The Company does not separately compensate directors who are employees for services as a director.

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Fees payable to the non-employee directors for serving in the various positions on the Board of Directors were as follows for the fiscal year ended December 31, 2011:

Non-employee directors are also eligible for stock option awards under the Company’s Equity Compensation Plan. Directors are also reimbursed for travel and out-of-pocket expenses incurred in connection with their service. The Company does not provide retirement benefits, perquisites or other benefits to non-employee directors. The Company paid compensation to its non-employee directors as follows for the fiscal year ended December 31, 2011.

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PROPOSAL 1: ELECTION OF DIRECTORS

Directors are elected for a term of one year expiring at the following annual meeting of stockholders. Directors serve until their successors are elected and qualified. Five current directors, Mark Berset, Asa Lanum, John Micek III, Charles Pope and Mark Radcliffe have been nominated by the Board of Directors for election for a one-year term expiring in 2012. Each person being nominated as a director has agreed to serve as a director if elected and has consented to be named as a nominee. No person being nominated as a director is being proposed for election pursuant to any agreement or understanding between any such person and the Company.

Voting for Directors

The affirmative vote of a plurality of the votes cast at the Meeting is required to elect the five (5) nominees as directors. This means that the five (5) nominees will be elected if they receive more affirmative votes than any other person. Because each director nominee is running unopposed, any nominee can be elected upon any affirmative vote regardless of whether such nominee receives more than 50% of the stockholder vote.

A stockholder can vote for or withhold his or her vote from any or all of the nominees. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy for the election of all the nominees named below. If any of the nominees should decline or be unable to serve as a director, it is intended that the proxy will be voted for the election of such person or persons nominated as replacements. The Board of Directors has no reason to believe that any of the persons named will be unable or unwilling to serve.

In an uncontested election, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such election (a “Majority Withheld Vote”) shall promptly tender his or her resignation following certification of the stockholder vote.

The Nominating and Corporate Governance Committee shall promptly consider the resignation offer and a range of possible responses based on the circumstances that led to the Majority Withheld Vote, if known, and make a recommendation to the Board of Directors. The Board of Directors will act on the Nominating and Corporate Governance Committee’s recommendation within 90 days following certification of the stockholder vote.

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Thereafter, the Board of Directors will promptly disclose its decision-making process and decision regarding whether to accept the director’s resignation offer (or the reason(s) for rejecting the resignation offer, if applicable) in a Form 8-K furnished to the SEC.

Any director who tenders his or her resignation pursuant to this provision shall not participate in the Nominating and Corporate Governance Committee recommendation or Board of Directors’ action regarding whether to accept the resignation offer.

However, if each member of the Nominating and Corporate Governance Committee received a Majority Withheld Vote at the same election, then the independent directors who did not receive a Majority Withheld Vote shall appoint a committee amongst themselves to consider the resignation offers and recommend to the Board of Directors whether to accept them.

However, if the only directors who did not receive a Majority Withheld Vote in the same election constitute three or fewer directors, all directors may participate in the action regarding whether to accept the resignation offers.

Information about the Nominees

Set forth below is information, as of April 18, 2012, regarding each individual who is being nominated for election as a director by the stockholders at the Meeting, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds, and the year in which each person became a director of the Company. As the information that follows indicates, each nominee brings strong and unique experience, qualifications, attributes, and skills to the Board of Directors. This provides the Board of Directors, collectively, with competence, experience, and perspective in a variety of areas, including: (i) corporate governance and board service; (ii) executive management, finance, and accounting; (iii) venture capital financing with a technology-related focus; (iv) business acumen; and (v) an ability to exercise sound judgment.

Moreover, the Nominating and Corporate Governance Committee seeks nominees with a broad diversity of experience, professions, skills, geographic representation and backgrounds. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities.

The business address of each nominee and director listed below is c/o Innovaro, Inc., 2109 Palm Avenue, Tampa, Florida 33605.

Upon the recommendation of the Nominating and Corporate Governance Committee, our Board of Directors has nominated each of the following five persons to be elected to serve as a director for a one-year term expiring at the Annual Meeting of Stockholders in 2013. Each of the nominees for election currently serves as a director and has consented to serve for a new term. Each of Mr. Berset, Mr. Lanum, Mr. Micek, Mr. Pope and Mr. Radcliffe was elected by our stockholders at the Company’s annual meeting of the stockholders in 2011 to his present term of office.

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Mark Berset has served as a director of the Company since July 2009. Mr. Berset has served as the Chief Executive Officer of Comegys Insurance, a family owned insurance agency for 20 years. Mr. Berset is also the Chief Executive Officer of the Strategic Agency Network of Florida. He is past board of director member at Northstar Bank Holding Company and the immediate past President of the Bayfront Hospital Foundation in St. Petersburg, Florida where he continues to serve as a member of its Board. Mr. Berset received a Bachelor’s degree in Business Economics from St. Ambrose University and a Master’s degree in Business Management from Georgia State University. As the founder and CEO of a highly successful enterprise, Mr. Berset brings to the Board of Directors a strong entrepreneurial awareness, a keen insight into financial affairs and practical management skills.

Asa Lanum has served as the Company’s Interim Chief Executive Officer since August 2010 and Chief Executive Officer and director since April 18, 2011. Mr. Lanum was a Managing Principal and senior technology principal with The CTO Group, a consulting firm. Previously he was President and CEO of FORTEL Inc. (NASD – FRTL), an independent software vendor specializing in service level management. Prior to FORTEL he was Senior Vice President Advanced Systems and Chief Technology Officer for OpenVision Technologies, a premier supplier of integrated systems and network management software. Before joining OpenVision, Mr. Lanum was a co-founder and CEO of Enterprise Technology, Inc., a developer of Intel-based closely-coupled distributed multiprocessor UNIX server clusters. He has held a number of executive positions within the computer industry at Sun Microsystems, ICL Ltd., Pansophic Systems and Amdahl. Mr. Lanum holds a Bachelors degree from The State University of New York. Mr. Lanum has served the IT community for over 35 years and has been responsible for establishing IT Strategy, Enterprise architectures and SDLC processes for global IT organizations. Mr. Lanum has introduced and managed numerous successful hardware and software products in the computer industry. Mr. Lanum brings to the Board of Directors extensive knowledge and experience in the information technology industry as well as strong leadership and managerial skills.

John Micek III, J.D., has served as a director of the Company since June 2001. Since 2011 has served as CFO of Enova Systems, a developer of drive systems and components for the electric vehicle markets. From 2000 through 2010, he was a managing director of Silicon Prairie Partners, LP, a venture fund. Since September 1998, Mr. Micek has also served as a board member of JAL Enterprises (formerly Universal Assurors, Inc.), a member company of Universal Group, Inc., a Midwest group of insurance companies. From July 1997 to July 1998, he served as Chief Operating Officer for Protozoa, Inc., a digital media and animation company. From April 1994 to February 1997, Mr. Micek was General Counsel for Enova Systems, Inc., a developer and manufacturer of digital power management and conversion systems for mobile and stationary applications. He also serves as a director of Armanino Foods of Distinction, Inc., a public company that produces and markets frozen and refrigerated food products. He received a Bachelor of Arts degree in History from the University of Santa Clara in 1974 and a Juris Doctorate from the University of San Francisco, School of Law in 1979. Mr. Micek brings to the Board of Directors public company board experience, knowledge and experience in corporate law, and financial and managerial expertise.

Charles Pope, CPA, has served as a director of the Company since February 2010. Mr. Pope has served as the chief financial officer and chief operating officer of the Palm Bank in Tampa, Florida since June 2009. During his 20 years at PricewaterhouseCoopers LLP, Mr. Pope served as a Partner in the Audit and Financial Advisory Consulting Divisions, and was a Partner in the Accounting and SEC Directorate. Previously, Mr. Pope held CFO positions for public companies including, Aerosonic Corporation, Reptron

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Manufacturing and SRI/Surgical. He also served as CFO for Innovaro, Inc. from 2001-2002. He holds a B.S. in Economics and Accounting from Auburn University, and is a Certified Public Accountant in the State of Florida. Mr. Pope provides the Board of Directors with financial expertise, knowledge of the public equity markets and public company management experience, as well as a strong understanding of Audit Committee functions.

Mark F. Radcliffe, J.D., has served as a director of the Company since February 2010. Mr. Radcliffe is currently a Partner at DLA Piper, a law firm, where he specializes in strategic intellectual property advice, software licensing, Internet licensing, copyright and trademark, private financing and corporate partnering for over 30 years. He graduated magna cum laude from the University of Michigan and went on to Harvard University for his law degree. In 1998, Harvard Law School honored Mr. Radcliffe by naming him a “Distinguished Alumni”. Mr. Radcliffe was named in The Best Lawyers in America and also as one of Northern California’s Top 100 intellectual property lawyers. In 2009, 2010, and 2011, Intellectual Asset Magazine named Mr. Radcliffe as one of its IAM250: Leading Global IP Strategists. Mr. Radcliffe is the author of numerous articles as well as several books including the Internet Law and Business Handbook in 2000. Mr. Radcliffe brings experience and understanding in strategic intellectual property advice, software licensing, internet licensing, copyright and trademark, private financing and corporate partnering, as well as a unique perspective on legal matters, to the Board of Directors.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT

STOCKHOLDERS VOTE “FOR” THE ELECTION OF THE NOMINEES AS NAMED IN THIS

PROXY STATEMENT.

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PROPOSAL 2: RATIFICATION OF SELECTION OF REGISTERED INDEPENDENT PUBLIC

ACCOUNTING FIRM

The Audit Committee of our Board of Directors is responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The Audit Committee has selected Pender Newkirk & Company LLP as our independent registered public accounting firm for fiscal year ending December 31, 2012 and has further directed that management submit the selection of the independent registered public accounting firm for ratification by our stockholders at the annual meeting. Pender Newkirk & Company LLP has audited our financial statements since September 16, 2003.

Although ratification by our stockholders is not a prerequisite to the Audit Committee’s ability to select Pender Newkirk & Company LLP as our independent registered public accounting firm, the Audit Committee believes such ratification is advisable and in the best interests of our stockholders. Accordingly, stockholders are being requested to ratify, confirm and approve the selection of Pender Newkirk & Company LLP as our independent registered public accounting firm to conduct the annual audit of our consolidated financial statements for the fiscal year ending December 31, 2012. If the stockholders do not ratify the selection of Pender Newkirk & Company LLP, the selection of our independent registered public accounting firm will be reconsidered by the Audit Committee; provided, however, the Audit Committee may select Pender Newkirk & Company LLP notwithstanding the failure of our stockholders to ratify its selection. If the appointment of Pender Newkirk & Company LLP is ratified, the Audit Committee will continue to conduct an ongoing review of Pender Newkirk & Company LLP’s scope of engagement, pricing and work quality, among other factors, and will retain the right to replace Pender Newkirk & Company LLP at any time.

Pender Newkirk & Company LLP has advised the Company that neither the firm nor any present member or associate of it has any material financial interest, direct or indirect, in the Company or its subsidiaries. It is expected that a representative of Pender Newkirk & Company LLP will be present, will have the opportunity to make a statement if he or she so desires, and will be available to answer questions at the Meeting.

Fees Billed to the Company by Registered Independent Public Accounting Firm

The following are aggregate fees billed to the Company by Pender Newkirk & Company LLP for the fiscal years ending December 31, 2011 and 2010:

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by independent auditors in connection with statutory and regulatory findings.

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Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services include employee benefit plan audits, registration statements, accounting consultations in connection with acquisitions, attest services that are not required by statute or regulation, and consultations concerning financial accounting and reporting standards.

Tax Fees. Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance, tax audit defense, customs and duties, mergers and acquisitions, and international tax planning.

All Other Fees. All other fees consist of fees for products and services other than the services reported.

Policy on Pre-Approval of Services Provided by Registered Independent Public Accounting Firm

In accordance with its charter, the Audit Committee’s policy is to expressly pre-approve all audit and permissible non-audit services provided by the Company’s registered independent public accounting firm before the registered independent public accounting firm is engaged by the Company to provide any such services. These services may include audit services, audit-related services, tax services and other related services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of service and is subject to a specific budget. The Audit Committee limits the engagement by the Company of Pender Newkirk & Company LLP for non-audit services and tax services to those circumstances where the services are considered integral to the audit services that it provides, or in which there is another compelling rationale for using its services. During the fiscal year ended December 31, 2011, all services provided by Pender Newkirk & Company LLP were pre-approved by the Audit Committee in accordance with this policy.

Unless marked to the contrary, the shares represented by the enclosed proxy card will be voted for ratification of the appointment of Pender Newkirk & Company LLP as the registered independent public accounting firm of the Company.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT

STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE SELECTION OF PENDER

NEWKIRK & COMPANY LLP AS THE REGISTERED INDEPENDENT PUBLIC ACCOUNTING

FIRM FOR THE COMPANY.

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PROPOSAL 3: APPROVAL TO ADJOURN THE ANNUAL MEETING OF STOCKHOLDERS, IF

NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF ANY

OR ALL OF THE FOREGOING PROPOSALS IF THERE ARE NOT SUFFICIENT VOTES FOR

THESE PROPOSALS

The Company’s stockholders may be asked to consider and act upon one or more adjournments of the Meeting, if necessary or appropriate, to solicit additional proxies in favor of any or all of the other proposals set forth in this proxy statement.

If a quorum is not present at the Meeting, the Company’s stockholders may be asked to vote on the proposal to adjourn the Meeting to solicit additional proxies. If a quorum is present at the Meeting, but there are not sufficient votes at the time of the Meeting to approve one or more of the proposals, the Company’s stockholders may also be asked to vote on the proposal to adjourn the Meeting to permit further solicitation of proxies in favor of the other proposals. However, a stockholder vote may be taken on one or more of the proposals in this proxy statement prior to any such adjournment if there are sufficient votes for approval on such proposal(s).

If the adjournment proposal is submitted for a vote at the Meeting, and if the Company’s stockholders vote to approve the adjournment proposal, the meeting will be adjourned to enable the Board of Directors to solicit additional proxies in favor of one or more proposals. If the adjournment proposal is approved, and the Meeting is adjourned, the Board of Directors will use the additional time to solicit additional proxies in favor of any of the proposals to be presented at the Meeting, including the solicitation of proxies from stockholders that have previously voted against the relevant proposal. Among other things, approval of the adjournment proposal could mean that, even though the Company may have received proxies representing a sufficient number of votes against a proposal to defeat it, the Company’s management could present the adjournment proposal for a vote of the Company’s stockholders and thereby cause the annual meeting to be adjourned without a vote on the proposal and seek during that period to convince the holders of those shares to change their votes to vote in favor of the proposal. Therefore, if a stockholder voted against any or all of the other proposals set forth in this proxy statement, then such stockholder may not want to vote for this adjournment proposal.

The Board of Directors believes that, if the number of shares of the Company’s common stock voting in favor of any of the proposals presented at the Meeting is insufficient to approve a proposal, it is in the best interests of the Company’s stockholders to enable the Board of Directors, for a limited period of time, to continue to seek to obtain a sufficient number of additional votes in favor of the proposal.

Any proposal to adjourn the Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes for the foregoing proposals requires the affirmative vote of a majority of the shares represented at the Meeting in person or by proxy. An abstention from the vote on an adjournment will have the same effect as a vote against the adjournment motion. The persons named as proxies will vote those proxies for such adjournment, unless marked to be voted against any proposal for which an adjournment is sought, to permit further solicitation of proxies.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT

STOCKHOLDERS VOTE “FOR” THE PROPOSAL TO ADJOURN THE ANNUAL MEETING OF

STOCKHOLDERS, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES

IN FAVOR OF ANY OR ALL OF THE FOREGOING PROPOSALS IF THERE ARE NOT

SUFFICIENT VOTES FOR THESE PROPOSALS.

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EXECUTIVE COMPENSATION

Committee and makes recommendations to the Compensation Committee with respect to the appropriate base salary, annual cash bonus and grants of long-term equity incentive awards for all executive officers, excluding himself or herself. Based in part on these recommendations from the Company’s chief executive officer and other considerations, the Compensation Committee approves the annual compensation package of the Company’s executive officers other than the Company’s chief executive officer. The Compensation Committee also annually analyzes the chief executive officer’s performance and determines his or her salary, annual cash bonus and grants of long-term equity incentive awards.

Although the Compensation Committee has not retained a compensation consultant to review its policies and procedures with respect to executive compensation, it has informally considered the competitive market practices with respect to the salaries and total compensation paid by other similarly-sized companies to their executive officers. In this regard, the Compensation Committee reviewed annual reports on Form 10-K /A and similar information of other similarly-sized companies.

SUMMARY COMPENSATION TABLE

The following table summarizes the compensation of the Company’s named executive officers for the fiscal years ended December 31, 2011 and 2010. The Company’s named executive officers include its Chief Executive Officer, Chief Financial Officer and two other most highly compensated executive officers.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table presents the stock option awards outstanding as of December 31, 2011 for each of the Company’s named executive officers.

Option Awards

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OPTION EXERCISES AND STOCK VESTED

None of the Company’s named executive officers exercised options during the year ended December 31, 2011. In addition, no shares of restricted stock issued to named executive officers vested during December 31, 2011.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following table quantifies the potential payments and benefits upon termination of the Company for each of the named executive officers with an employment agreement, assuming the officer’s employment terminated on December 31, 2010, given the officer’s compensation and service level as of that date. Due to the number of factors that affect these calculations, including the price of the Company’s common stock, any actual amounts paid or distributed may be different.

None

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

Review, Approval or Ratification of Transactions with Related Parties

As required by the NYSE Amex listing standards, the Audit Committee of the Board of Directors is required to review and approve any transactions with related parties (as such term is defined in Item 404 of Regulation S-K). Such requirement is set forth in the Audit Committee’s charter.

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In addition, the Company’s Code of Business Conduct and Ethics, which is annually reviewed and approved by the Board of Directors and acknowledged in writing by all employees, requires that all employees and directors avoid any conflict, or the appearance of a conflict, between an individual’s personal interests and the interests of the Company. Pursuant to the Code of Business Conduct and Ethics, each employee and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, the Company’s directors and executive officers, and any persons holding 10% or more of its common stock, are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific due dates for those reports have been established, and the Company is required to report herein any failure to file such reports by those due dates. Based on the Company’s review of Forms 3, 4 and 5 filed by such persons, all Section 16(a) filing requirements applicable to such persons were complied with.

OTHER BUSINESS

The Board of Directors knows of no other business to be presented for action at the Meeting. If any matters do come before the Meeting on which action can properly be taken, it is intended that the proxies shall vote in accordance with the judgment of the person or persons exercising the authority conferred by the proxy at the Meeting. The submission of a proposal does not guarantee its inclusion in the Company’s proxy statement or presentation at the Meeting unless certain securities law requirements are met.

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2013 ANNUAL MEETING OF STOCKHOLDERS

The Company expects that the 2013 Annual Meeting of Stockholders will be held in June 2013, but the exact date, time, and location of such meeting have yet to be determined. A stockholder who intends to present a proposal at that annual meeting must submit the proposal in writing to the Company at its address in Tampa, Florida and, in accordance with Rule 14a-8 under the Exchange Act, the Company must receive the proposal on or before December 30, 2012, in order for the proposal to be considered for inclusion in the Company’s proxy statement for that meeting. The submission of a proposal does not guarantee its inclusion in the Company’s proxy statement or presentation at the meeting.

The Company’s stockholders are advised that currently there is no deadline for providing the Company timely notice of any stockholder proposal to be submitted at the Company’s 2013 Annual Meeting of Stockholders that is not sought to be included in the Company’s proxy statement in accordance with Rule 14a-8 under the Exchange Act. However, Rule 14a-4 of the SEC’s proxy rules allows a company to use discretionary voting authority to vote on matters coming before an annual meeting of stockholders, if the company does not have notice of the matter 45 days before the date corresponding to the date the Company first mailed its proxy materials for the prior year’s annual meeting of stockholders. Accordingly, for the Company’s 2013 Annual Meeting of Stockholders, if stockholders do not submit written notice to the Company’s Corporate Secretary, on or before March 14, 2013, the Company may exercise discretionary voting authority under the proxies it solicits in accordance with its best judgment on any stockholder proposal presented at such meeting.

You are cordially invited to attend the Meeting in person. Whether or not you plan to attend the Meeting, you are requested to complete, date, sign and promptly return the accompanying proxy card in the enclosed postage-paid envelope.

Tampa, Florida

April 24, 2012

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INNOVARO, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Charles Pope and Mark Berset, or any one of them, and each with full power of substitution, to act as attorneys and proxies for the undersigned to vote all the shares of common stock of the Company which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held at the Hilton Garden Inn, 1700 E. 9^th Avenue, Tampa, Florida 33605 on June 7, 2012 at 9:00 a.m., local time, and at all adjournments thereof, as indicated on this proxy.

To elect:

Mark Berset

Asa Lanum

John Micek III

Charles Pope

Mark F. Radcliffe

to serve as directors (except as marked to the contrary) for the Company for a one year term expiring in 2013 or until their successors are elected and qualified.

INSTRUCTIONS: To withhold authority to vote for any individual, strike a line through his name on the list above.

To ratify the selection of Pender Newkirk & Company LLP to serve as the registered independent public accounting firm for the Company for the year ending December 31, 2012.

To approve any adjournment of the Annual Meeting of Stockholders, if necessary or appropriate, to solicit additional proxies in favor of any or all of the foregoing proposals if there are not sufficient votes for these proposals.

If any other business is presented at the Meeting, this proxy will be voted by the proxies in their best judgment, including a motion to adjourn or postpone the Meeting to another time and/or place for the purpose of soliciting additional proxies.

THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS LISTED.

Please mark, sign and return this proxy in the enclosed envelope. The undersigned acknowledges receipt from the Company prior to the execution of this proxy of a Notice of Annual Meeting of Stockholders and a Proxy Statement.