Neighborhood Intelligence Inc

1. 1

   The Stock Issuance Proposal

   ManagementBoard: FOR

   Approve issuance of shares of Common Stock upon conversion of the Company’s 5.00% Senior Convertible Notes due 2033 to comply with Section 312.03 of the NYSE Listed Company Manual and Nasdaq Listing Rule 5635.

   More detail

   This management proposal asks stockholders to approve the issuance of Common Stock upon conversion of $112,553,000 aggregate principal amount of 5.00% Senior Convertible Notes due 2033 that were issued as part of the Company’s acquisition of The Container Store Holdings, LLC, so that the Company complies with Section 312.03 of the NYSE Listed Company Manual and Nasdaq Listing Rule 5635. Management seeks approval because the shares issuable upon full conversion may equal or exceed 20% of outstanding Common Stock (the filing estimates up to 25,458,575 shares, implying Noteholder ownership of ~32.2% after giving effect to merger consideration), which triggers exchange listing rules requiring shareholder authorization. The Convertible Notes have an initial conversion rate of 109.8901 shares per $1,000 principal (approximate conversion price ~$9.10), and the Indenture contains step-up interest provisions that increase interest from 5% to 10% and then to 12% per annum if shareholder approval is not timely obtained, and requires cash settlement in many circumstances until approval is obtained, creating potential liquidity pressure. Approval would permit the Company to reserve and issue shares on conversion and avoid higher interest costs and mandatory cash settlements that could strain cash resources and risk defaults under the Indenture. The proposal is framed in the context of the recently completed TCS Merger: the Convertible Notes and Merger Share Consideration were issued as merger consideration and the Board concluded the structure enabled a timely closing and integration while preserving shareholder approval rights over potential dilution. The Company also entered into registration rights and lock-up arrangements governing resale and transfer restrictions for certain holders of the Merger consideration and conversion shares. The Board’s unanimous "FOR" recommendation emphasizes compliance with exchange rules, mitigation of increased interest costs and cash conversion risk, and facilitation of the contemplated capital structure post-merger; however, shareholders should weigh substantial dilution risk to existing holders (material percentage ownership shift) and the potential governance implications of a large Noteholder position. The matter is non-routine and subject to approval by a majority of votes cast; broker discretionary votes are not permitted on this item for street-name shares, so outreach to beneficial holders could affect the outcome. Given the Indenture mechanics, failure to approve could materially adversely affect liquidity, increase interest expense, and require cash settlements that might be operationally and financially disruptive to the Company.

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 vote of proxies in the event there are insufficient votes to approve the Stock Issuance Proposal.

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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 8 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.