Neighborhood Intelligence, Inc. (NXH) Earnings Call Transcript

Hello, and welcome to the Special Meeting of Stockholders for Neighborhood Intelligence, Inc. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Marcus Lemonis, Chief Executive Officer and Executive Chairman of the Board of Directors of Neighborhood Intelligence, Inc. Mr. Lemonis, the floor is yours.

Thank you. I'm happy to welcome you to our Special Meeting of Stockholders. As the operator stated, I'm Marcus Lemonis, the Chief Executive Officer and Executive Chairman of the Board of Directors of Neighborhood Intelligence. I will serve as the Chairman of today's virtual, and I'm joined by other members of our Board as well. Also present are Mehgan Peetz, the company's Chief Administrative and Legal Officer, who will serve as the moderator for the Q&A portion of this meeting. Today's meeting may include forward-looking statements. Actual results may differ materially from those indicated by these statements as a result of various important factors, including those discussed in the Risk Factors section of our Form 10-K, 10-Q and other reports that we file with the SEC. Any forward-looking statements represent our views only as of today, and we undertake no obligation to update them. The meeting will now officially come to order. We will proceed with the formal business of the meeting indicated in the Notice of Special Meeting and the company's Proxy Statement. The polls opened today, September 24, 2026, at 9:00 a.m. Mountain Time for voting on all matters before the meeting. If you have not already voted and wish to vote, the polls will remain open until we finish presenting the proposals and close the polls. You do not need to vote during the meeting if you have already voted and do not wish to change your vote. Note that the stockholders who are logged into the meeting using their control number will be able to vote during the meeting and ask questions. We will update an opportunity for questions and discussion after the meeting has been formally adjourned relating to the topics today in this proposal. We are accepting questions now and encourage you to type your questions in early through the live virtual portal by clicking on the Q&A icon. Again, those questions are relevant to today's topic. The Secretary of the meeting will file the Affidavit of Mailing with the records of the meeting. All stockholders of record at the close of business on August 10, 2026, or holders of a valid proxy are entitled to vote at the meeting. At this time, I'd like to introduce Douglas Ives of Computershare, who has been appointed to act as the Inspector of Elections at this meeting. Douglas has signed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. I've been informed that a quorum is present. Therefore, I hereby declare this meeting to be duly constituted for the transaction of business. We will now proceed with the formal business of this meeting. There are 2 proposals to be considered by the stockholders at this meeting. The Board recommends that the stockholders vote for each of the proposals 1 and 2. Proposal 1 is the approval for purposes of complying with Section 312.03 of the New York Stock Exchange Listed Company Manual and Nasdaq Listing Rule 5635, as applicable, of the issuance of shares of common stock upon conversion of the company's 5% Senior Convertible Notes due in 2033. Proposal 2 is the approval of an adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for or otherwise in connection with the approval of proposal 1. That was the final proposal for today's meeting. If you wish to vote and you haven't already, please vote now by clicking on the voting button on the web portal and following the instructions. The poll will close in 30 seconds. You do not need to vote electronically if you have already sent in your signed proxy or if you have voted by telephone or Internet. [Voting]

The time is now 10:05 a.m. Central Time on September 24, 2026, and the polls are now closed for voting. I have received the preliminary report of the Inspector of Elections to be kept with the company's records of the special meeting. Based on the preliminary report, the issuance of shares of common stock of the company upon conversion of the company's 5% Senior Convertible Notes due in 2033 for purposes of complying with Section 312.03 of the New York Stock Exchange Listed Company Manual and Nasdaq Listing Rule 5635, as applicable, has been approved. The adjournment of this special meeting to a later date, if necessary, to permit further solicitation and vote proxies in the event that there are insufficient votes for, otherwise in connection with the approval of the stock issuance proposal has been approved. The formal portion of this meeting is now adjourned. Thank you very much. And I'll now answer relevant questions to proposal 1 received through the question-and-answer portal submitted during the meeting. Mehgan, have we received any questions related to proposal 1?

No, we have not received any questions related to today's topic.

Thank you. This concludes the informal portion of our annual meeting. I want to thank you for attending, and thank you for your interest in Neighborhood Intelligence.

This concludes the meeting. You may now disconnect.