🔥 What This Document Is — Your Shareholder Vote Invitation

This is NIQ's proxy statement (Form DEF 14A). Think of it as an official invitation and instruction manual for the company's 2026 Annual General Meeting (AGM) on May 21, 2026. It explains what shareholder decisions need to be made, provides background info, and recommends how to vote.

👉 Why it matters: As a shareholder, your vote shapes the company's leadership and key policies. This document tells you what you're voting on and why your vote counts.

🏢 What NIQ Does — Consumer Behavior Detectives

In simple terms: NIQ (formerly NielsenIQ) is a global leader in measuring what consumers buy and why. They provide data, analytics, and insights to help brands and retailers understand shopping trends, track product sales, and make better business decisions.

• Industry: Consumer Intelligence & Market Research.
• Business Model: They gather massive amounts of data (point-of-sale, panel data, etc.) and sell insights and analytics services to clients.
• Recent Milestone: NIQ went public via an IPO on July 24, 2025.

📋 The Shareholder "To-Do" List — Key Votes

The AGM has 8 main items for shareholders to decide:

1. ELECT DIRECTORS: Vote for 4 directors (Racquel Harris Mason, Todd Lachman, Charlotte Simonelli, Gabriela Weiss) to serve until 2029.
2. RATIFY AUDITORS: Approve Ernst & Young LLP as the independent auditor for 2026 and set their pay.
3. APPROVE EXEC PAY (Advisory): Give a non-binding "say on pay" vote for the top executives' compensation.
4. SET PAY VOTE FREQUENCY (Advisory): Decide how often to have future "say on pay" votes (every 1, 2, or 3 years). Board recommends voting for "1 YEAR".
5. AUTHORIZE SHARE BUYBACKS: Allow NIQ to repurchase its own shares on the open market.
6. SET TREASURY SHARE RE-ALLOTMENT PRICE: Approve the price range for re-selling shares NIQ already holds (treasury shares). (Requires 75% vote)
7. APPROVE CAPITAL REDUCTION: Reduce company capital to create "distributable reserves," giving the company more flexibility to pay dividends or make distributions in the future. (Requires 75% vote)
8. OTHER BUSINESS: Handle any other valid matters brought up at the meeting.

👉 Why it matters: Proposals 6 & 7 are Special Resolutions needing a 75% majority – a higher bar than the simple majority needed for most other items. These are significant corporate actions under Irish law.

👥 Meet the Director Nominees (Class I)

The four directors up for re-election bring diverse expertise:

• Racquel Harris Mason (56): Deep marketing & leadership experience (Lipton Teas, Coca-Cola, P&G). Wharton/Kellogg educated.
• Todd Lachman (62): Food industry veteran (Founder/Ex-CEO of Sovos Brands, Mars, Del Monte, Heinz). Focuses on building consumer brands.
• Charlotte Simonelli (54): Financial expert (Ex-CFO of Anywhere Real Estate, finance roles at Johnson & Johnson, Reckitt, PepsiCo).
• Gabriela Weiss (37): Investment professional with Advent International (a major NIQ shareholder). Oversees growth investments globally.

👉 Why it matters: The board combines operational, financial, and investment expertise. The Classified Board (3-year terms per class) provides stability but also acts as a defense against hostile takeovers.

💼 Executive Compensation Deep Dive

The proxy details how NIQ pays its top executives (Named Executive Officers - NEOs), including CEO James Peck.

• Philosophy: Aim to be competitive, reward performance (company & individual), and align with long-term shareholder interests.
• Key Elements:
  • Base Salary: Fixed cash payment.
  • Annual Bonus (STIP): Cash bonus based on hitting yearly financial & strategic goals.
  • Long-Term Incentives (LTIP): Equity awards (Restricted Stock Units - RSUs, Performance Shares - PSUs) vesting over several years. PSUs tied to specific multi-year performance metrics.
  • Benefits & Perks: Standard health/retirement plans. Some executives have employment agreements with severance terms.
• 2025 Highlights (Summary Table):
  • James Peck (CEO/Chairman): Total Comp = $10,250,821 (Salary: $1M, Bonus: $2M, Equity Awards: $7.2M)
  • Other NEOs: Total Comp ranged from ~$3.3M to $5.1M.
• Pay vs. Performance: The board links pay to company performance (financial metrics like Revenue, Adj. EBITDA, TSR - Total Shareholder Return). The report shows alignment, though the exact quantum is advisory.
• CEO Pay Ratio: The ratio of CEO Peck's total compensation to the median employee's is approximately 166:1.

👉 Why it matters: This shows how leadership is incentivized. Heavy emphasis on long-term equity (often 50%+ of total comp) aims to make executives think like owners. The advisory "say on pay" vote lets shareholders voice approval or concern.

📦 Capital Actions & Corporate Moves

NIQ is seeking approval for significant financial maneuvers:

• Market Purchase Program: Wanting authority to buy back NIQ's own shares on the open market. This can signal confidence, return cash to shareholders, or offset dilution.
• Treasury Share Re-Allotment: Seeking approval on a price range for potentially selling shares NIQ already holds (from buybacks or other reasons). (75% vote needed)
• Capital Reduction: Proposing to reduce share capital to create distributable reserves. This is an Irish legal process to make funds legally available for potential future dividends or distributions. (75% vote needed)

👉 Why it matters: The buyback program and capital reduction signal a focus on returning capital to shareholders and enhancing financial flexibility. The high vote threshold for the latter two reflects their importance under Irish company law.

🗓️ Logistics & Key Dates

• AGM: Thursday, May 21, 2026, at 3:00 p.m. Irish Time (10:00 a.m. Eastern Time)
• Location: Offices of Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland
• Record Date: Shareholders as of March 27, 2026 are entitled to vote.
• How to Vote: Internet: www.ProxyVote.com | Phone: 1-800-690-6903 | Mail: Request & return proxy card | In Person: At the AGM (requires proof of ownership).
• Vote Deadline: 11:59 p.m. ET on May 20, 2026 (for Internet/Phone/Mail).
• Questions: Contact NIQ Investor Relations:
  • 📞 312-583-5100
  • 📧 [email protected]
  • 📍 200 West Jackson Boulevard, Chicago, Illinois 60606

👉 Why it matters: Don't miss the deadlines! Your vote needs to be submitted before the meeting. The AGM location is in Dublin, reflecting NIQ's Irish incorporation, but operations are US-centric (HQ: Chicago).

🧠 The Analogy

Think of NIQ's AGM as a crucial town hall meeting for the company's owners (shareholders). The proxy statement is the agenda packet mailed out beforehand. It lists the key topics to be decided (like hiring the town council - the directors), approving the town's auditor, giving feedback on the mayor's (CEO's) pay, and authorizing the town to manage its finances in specific ways (buybacks, capital moves). You can attend the meeting in Dublin or, more commonly, you mail in your "ballot" (proxy card) ahead of time to have your say on how the town is run.

🧩 Final Takeaway

This proxy statement outlines NIQ's 2026 shareholder meeting agenda, focused on electing experienced directors, approving executive pay structure, and seeking authorization for significant capital management strategies (buybacks, treasury share sales, capital reduction) aimed at enhancing shareholder value. Your vote, especially on the special resolutions requiring 75% approval, directly influences the company's governance and financial flexibility.