Neighborhood Intelligence Inc

1. 1

   The Stock Issuance Proposal

   ManagementBoard: FOR

   Approve, for purposes of Section 312.03 of the NYSE Listed Company Manual and Nasdaq Listing Rule 5635, as applicable, the issuance of shares of Common Stock upon conversion of the Company’s 5.00% Senior Convertible Notes due 2033.

   More detail

   The proposal asks stockholders to approve the issuance of Common Stock underlying the Company’s 5.00% Senior Convertible Notes due 2033. The approval is being sought to comply with Section 312.03 of the NYSE Listed Company Manual and Nasdaq Listing Rule 5635, which require stockholder approval when an issuance could represent at least 20% of pre-issuance shares or voting power. The Notes were issued as part of the consideration for the completed acquisition of The Container Store Holdings, LLC, so the vote occurs after the transaction closed rather than before it. At the maximum conversion rate, conversion could result in the issuance of approximately 25,458,575 shares. Existing stockholders other than the Noteholders could therefore be diluted from approximately 85.9% ownership to approximately 67.8%, while the Noteholders could hold approximately 32.2% of the outstanding shares. If approval is not obtained, the Indenture requires the Company to continue seeking approval, increases the Notes’ interest rate from 5% to 10% and potentially 12%, and may require cash settlement of conversions. Those consequences could create material liquidity, financing, and default risks for the Company. The Board unanimously recommends a vote FOR because approval enables equity settlement of the Notes, avoids the higher interest and cash-payment burdens, and preserves the potential strategic and synergy benefits of combining with TCS despite the dilution risk.

2. 2

   The Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies if there are insufficient votes for, or otherwise in connection with, approval of the Stock Issuance Proposal.

   More detail

   The proposal asks stockholders to authorize adjournment of the Special Meeting to a later date or dates. The stated purpose is to permit additional solicitation and voting of proxies if the Company lacks sufficient votes to approve the Stock Issuance Proposal or if adjournment is otherwise needed in connection with that proposal. It is a procedural measure rather than a vote on the issuance of shares itself. The proposal may be presented if there are insufficient votes for the Stock Issuance Proposal, and it is not conditioned on approval of another proposal. Conversely, no proposal is conditioned on approval of the Adjournment Proposal. If approved, the Board could use the adjournment to seek additional stockholder support before the meeting is finally concluded. If rejected, the Board may be unable to delay the meeting for further solicitation in circumstances where the issuance proposal lacks sufficient votes. The Adjournment Proposal is described as a routine matter, although the filing states that some brokers may still decline to vote without instructions. Approval requires a majority of votes cast, assuming a quorum is present. The Board unanimously recommends voting FOR because additional time could help secure approval of the Stock Issuance Proposal and avoid the financial consequences associated with its failure.

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When is the Neighborhood Intelligence Inc 2026 special meeting?

Neighborhood Intelligence Inc (NXH) holds its 2026 special shareholder meeting on Thursday, September 24, 2026.

What is the record date for the Neighborhood Intelligence Inc 2026 meeting?

The record date for the Neighborhood Intelligence Inc 2026 meeting is Monday, August 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Neighborhood Intelligence Inc's 2026 meeting?

The board is presenting 5 director nominees at the Neighborhood Intelligence Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Neighborhood Intelligence Inc 2026 meeting?

Shareholders will vote on 2 proposals at the Neighborhood Intelligence Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.