NIQ Global Intelligence (NIQ) Proxy filing summary

Executive summary

• The 2026 annual general meeting (AGM) will be held on May 21, 2026, in Dublin, Ireland, with proxy materials distributed electronically and voting available online, by phone, mail, or in person.

• Shareholders will vote on director elections, auditor ratification, executive compensation, share repurchase authorization, treasury share re-allotment, and capital reduction to create distributable reserves.

• Only shareholders of record as of March 27, 2026, are entitled to vote, with each ordinary share carrying one vote.

• The board recommends voting in favor of all proposals, including annual say-on-pay votes and all director nominees.

Voting matters and shareholder proposals

• Four Class I directors are nominated for election to serve until the 2029 AGM.

• Advisory votes will be held on executive compensation and the frequency of future say-on-pay votes, with the board recommending annual votes.

• Ratification of Ernst & Young LLP as independent auditor for 2026 and authorization for the audit committee to set remuneration.

• Authorization sought for market purchases of ordinary shares and for setting the price range for re-allotment of treasury shares.

• Approval sought for capital reduction and creation of distributable reserves to enhance flexibility for dividends and share repurchases.

• Shareholder proposals for the 2027 AGM must be submitted by December 10, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of 12 members divided into three classes, with staggered three-year terms.

• The company is a controlled company under NYSE rules, exempt from certain independence requirements for compensation and nominating committees.

• Board committees include audit, compensation, and nominating/governance, each with defined charters and responsibilities.

• Directors are encouraged to attend the AGM, and all attended at least 75% of meetings in 2025.

• Shareholders may communicate with the board via written correspondence.