Neostellar (NSLR) Proxy filing summary

Executive summary

• Stockholders are asked to approve an Advisory Agreement appointing Neostellar Advisors LLC, jointly owned by current employees and Magnetar Holdings LLC, as the new external investment adviser, transitioning from an internal to an external management structure.

• The Board unanimously recommends approval, citing benefits such as greater scale, resources, and institutional infrastructure from Magnetar, a platform with $17.8 billion AUM and a strong track record in venture-backed technology investments.

• If approved, Magnetar will invest $20 million in the company, and the company will change its name to Neostellar Capital Corp.

• The current management team will remain in place but become employees of the Adviser, with Magnetar professionals joining the Investment Committee.

Voting matters and shareholder proposals

• The sole proposal is to approve the Advisory Agreement, requiring a majority of outstanding voting securities as defined by the 1940 Act.

• Abstentions and broker non-votes will have the effect of a vote against the proposal.

• The Board and all directors intend to vote in favor of the proposal.

Board of directors and corporate governance

• The Board, including all independent directors, unanimously approved the Advisory Agreement and the externalization.

• Current directors and executive officers will continue in their roles post-externalization, with a Magnetar representative to be added to the Board.

• The Board considered the nature, quality, and competitiveness of advisory services and fees, concluding the agreement is in the best interests of stockholders.