🧾 What This Document Is

This is a PRE 14A filing, also known as a Proxy Statement. Its job is to give shareholders all the information they need to vote at the company's upcoming Annual General Meeting (AGM).

👉 In simple terms: Think of it as a detailed agenda and voter's guide for a company's most important yearly meeting. It explains what shareholders are voting on and why.

The AGM for NIQ Global Intelligence plc will be held on Thursday, May 21, 2026, at 3:00 p.m. Irish Time at the law offices of Arthur Cox LLP in Dublin, Ireland.

🏢 What The Company Does

NIQ Global Intelligence plc (formerly NielsenIQ) is a global leader in consumer intelligence and retail analytics.

👉 In simple terms: NIQ helps brands and retailers understand what consumers are buying, where, and why. They track sales data from stores worldwide and use advanced analytics to provide insights on market trends, consumer behavior, and competitive landscapes.

The company was taken public via an IPO in July 2025 and is considered a "controlled company" because large shareholders—Advent International, Nuremberg Institute for Market Decisions (NIM), and KKR & Co. Inc.—have significant influence over board elections and other matters.

🗳️ The 8 Proposals for Your Vote

Here’s what shareholders will decide at the AGM. The Board's recommendations are in bold.

Elect 4 Directors: Vote to elect Racquel Harris Mason, Todd Lachman, Charlotte Simonelli, and Gabriela Weiss to the board until 2029. (Board Recommends: FOR)
Ratify the Auditor: A non-binding vote to approve Ernst & Young LLP as the independent auditor for 2026 and authorize the board to set their pay. (Board Recommends: FOR)
Approve Executive Pay (Advisory): A non-binding "say on pay" vote to approve compensation for the company's top executives. (Board Recommends: FOR)
Set Pay Vote Frequency (Advisory): Vote on how often to have the "say on pay" vote (every 1, 2, or 3 years). The Board recommends a vote every 1 YEAR. (Board Recommends: 1 YEAR)
Authorize Share Buybacks: A binding vote to allow the company to repurchase its own shares on the open market. (Board Recommends: FOR)
Set Price for Treasury Shares: A special resolution (needs 75% vote) to authorize the price range at which NIQ can re-sell shares it holds in "treasury." (Board Recommends: FOR)
Approve Capital Reduction: A special resolution (needs 75% vote) to reduce the company's capital to create distributable reserves, which can be used for future dividends or other distributions to shareholders. (Board Recommends: FOR)
Any Other Business: Standard agenda item for other matters that may arise.

Key Date: You must be a shareholder of record by March 27, 2026, to vote.

👥 Board & Governance

NIQ has a classified board with three classes of directors serving staggered 3-year terms. This makes a hostile takeover more difficult.

Director Nominees (Class I - Expires 2029):

Racquel Harris Mason (56): Former President of Lipton Teas North America; extensive CPG marketing background at Coca-Cola, P&G.
Todd Lachman (62): Founder of Sovos Brands; former CEO; deep food industry experience at Mars, Del Monte, Heinz.
Charlotte Simonelli (54): Former CFO of Anywhere Real Estate; financial executive at Johnson & Johnson, Reckitt, PepsiCo.
Gabriela Weiss (37): Partner at Advent International (major shareholder); investment focus on global growth companies.

Controlled Company Status: Due to its ownership structure, NIQ is exempt from some NYSE rules, such as having a fully independent board or compensation committee. However, its Audit Committee is fully independent and includes financial experts.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Market Leader: Strong position in the essential consumer data & analytics industry.
Experienced Board: Directors have deep backgrounds in CPG, finance, and private equity.
Strategic Owners: Backing from sophisticated investors like Advent and KKR provides long-term support and expertise.
Shareholder-Friendly Actions: Proposals for buybacks and creating distributable reserves signal a focus on returning capital.

⚠️ Risks:

Controlled Company Structure: Minority shareholders have less influence over board decisions.
Post-IPO Volatility: As a recently public company, it's still establishing its track record and market valuation.
Competitive Landscape: Faces competition from other data giants and in-house analytics at large retailers.
Governance Exemptions: The lack of full independence on some board committees could be a concern for some investors.

💼 Executive Changes

The filing does not announce any new executive changes. The executive team is led by Chairman and CEO James Peck.

🔍 The Details: Key Agreements

The Shareholders' Agreement with Advent, KKR, and NIM grants those major shareholders specific rights, including board nomination rights for KKR and NIM. This agreement formalizes their significant control over the company's direction.

🔮 What's Next

After the AGM, NIQ will:

Continue executing its strategy as a public company.
Utilize the authorized share repurchase program if deemed advantageous.
Potentially issue dividends or other distributions once the capital reduction creating distributable reserves is finalized (Proposal 7).
Operate under its current governance structure, with board elections staggered through 2028.

🧠 The Analogy

Voting on NIQ's proposals is like being a homeowner in a managed community.

Proposal 1 (Directors) is electing your neighborhood council members.
Proposal 2 (Auditor) is hiring the company that checks the community's books.
Proposals 5 & 6 (Buybacks/Treasury Shares) are the council deciding to buy back unsold lots or set prices for them.
Proposal 7 (Capital Reduction) is the council restructuring the community's finances to create a "maintenance fund" for future improvements.
The "controlled company" status means a few major property developers still have a big say in who sits on the council, even after the neighborhood has gone public.

📇 Key Contacts & People

Company Secretary & Contact for AGM Materials: John Blenke
Address for Requests: NIQ Global Intelligence plc, 200 West Jackson Boulevard, Chicago, Illinois 60606, Attention: Company Secretary.
Investor Relations Phone: 312-583-5100
Investor Relations Email: [email protected]
For Proxy Materials/Voting:
- Website: www.ProxyVote.com
- Phone: 1-800-579-1639
- Email: [email protected]

🧩 Final Takeaway

NIQ's first AGM as a public company is about solidifying its foundation: electing directors backed by its major private equity owners, approving its auditor, and securing permissions for future capital returns to shareholders. The key for investors is balancing the strength of its market position and experienced backers with the influence wielded by its controlling shareholders.

NIQ Global Intelligence plc — PRE 14A Filing