Terra Innovatum Global N.V.
For the period ended Nov 16, 2026. Filed Oct 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 16, 2026 · Filed Oct 27, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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NOTICE OF 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 16, 2026
YOUR VOTE IS IMPORTANT
Dear Shareholder:
You are invited to attend the 2026 Annual General Meeting of Shareholders (the “AGM”) of Terra Innovatum Global N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, having its official seat in Amsterdam, the Netherlands, and registered with the Dutch trade register under number 98523554 (“Terra Innovatum” or the “Company”), to be held at 2:00 p.m. Central European Time on November 16, 2026, at Sheraton Amsterdam Airport Hotel and Conference Center, the Netherlands, and virtually at http://www.virtualshareholdermeeting.com/NKLR2026.
The agenda for the AGM is as follows:
| (1) | Financial year 2025: |
| (a) | Discussion of the annual accounts for the financial year 2025 (discussion item) |
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| (b) | Extending the period for preparing the annual accounts for the financial year 2025 as referred to in Section 2:101 of the Dutch Civil Code (voting item) |
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| (c) | Discharge from liability of the directors for the performance of their duties during the financial year 2025 (voting item) |
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| (d) | Adoption of the annual accounts for the financial year 2025 (voting item) |
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| (2) | Reappointment and appointment of directors of the Company (voting items): |
| (a) | Reappointment of Alessandro Petruzzi as executive director |
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| (b) | Reappointment of Massimo Morichi as executive director |
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| (c) | Appointment of Katherine Crocker Williams as executive director |
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| (d) | Appointment of Joanna Lyn Lohkamp as non-executive director |
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| (e) | Appointment of Kostadin Ivanov as non-executive director |
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| (f) | Appointment of Mamdouh El-Shanawany as non-executive director |
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| (g) | Appointment of S. Michael Modro as non-executive director |
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| (h) | Appointment of Tony Tullio as non-executive director |
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| (3) | Approval of the maximum number of shares and criteria applicable to equity-based remuneration for directors of the Board (voting item) |
| (4) | Approval of the amendment of the remuneration policy of the Company (voting item) |
| (5) | Authorization of the Board to acquire shares in its own capital (voting item) |
| (6) | Withdrawal of the Dutch audit engagement of KPMG Accountants N.V. as external Dutch auditor for the financial year ending 2025 (voting item) |
| (7) | Any other business |
No business shall be voted on at the AGM, except such items as included as voting items in the abovementioned agenda.
After careful consideration, the Board of Directors of the Company (the “Board”) unanimously recommends that shareholders vote “FOR” all voting items on the agenda (items 1(b), 1(c), 1(d) and 2 through 6).
The record date for the AGM is October 19, 2026 (the “Record Date”). Shareholders and other persons with meeting rights and/or voting rights in respect of shares in the capital of the Company who are listed as such on the Record Date in the Company’s shareholders’ register or in the register maintained by the Company’s U.S. transfer agent, Continental Stock Transfer & Trust Company, may attend and, if relevant, vote at the AGM (“Registered Holders”), regardless of any changes after the Record Date. Each ordinary share entitles the holder to cast one vote on each voting item and each preferred share entitles the holder to cast 10,000 votes on each voting item.
The Company expects to make this Proxy Statement, the proxy card and related materials available to the Company’s shareholders on or about October 26, 2026 (the “Proxy Materials”). Registration for attendance at the AGM and voting by proxy will open upon distribution of the Proxy Materials. Registered Holders and persons who beneficially own shares through a broker, bank, nominee or other financial intermediary on the Record Date (“Beneficial Owners”) who wish to attend and vote at the AGM in person or virtually may register at www.proxyvote.com, using their 16-digit control number, no later than 23:59 Eastern Time on November 12, 2026 (05:59 Central European Time on November 13, 2026). Registered Holders and Beneficial Owners who have registered may attend the AGM virtually at www.virtualshareholdermeeting.com/NKLR2026. A legal proxy is not required for Beneficial Owners attending virtually.
Shareholders may vote using the following methods:
| • | Internet (before and at the AGM): Visit www.proxyvote.com and follow the on-screen instructions. At the AGM, attend at www.virtualshareholdermeeting.com/NKLR2026 and vote during the AGM, after registering in advance as described above. In either case, you will need the 16-digit control number included on your proxy card or, for Beneficial Owners, in the voting instruction form provided by your broker, bank, nominee or other financial intermediary. |
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| • | Mail (before the AGM): Complete, sign, date, and return the enclosed proxy card in the prepaid envelope provided. The proxy card is available on the Company’s website at https://investors.terrainnovatum.com. Beneficial Owners should follow the instructions in the voting instruction form provided by their broker, bank, nominee or other financial intermediary. |
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| • | In person (at the AGM): Attend the AGM and vote in person, after registering in advance as described above. Registered Holders must provide proof of ownership of the relevant shares. Beneficial Owners must provide proof of beneficial ownership, such as a recent account statement, and must also obtain a legal proxy from their broker, bank, nominee or other financial intermediary confirming their authority to vote at the AGM. Attendees may be asked to present valid proof of identity. |
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Advance internet votes, proxy cards and voting instructions must be received by 23:59 Eastern Time on November 12, 2026 (05:59 Central European Time on November 13, 2026). Beneficial Owners may be subject to earlier deadlines set by their broker, bank, nominee or other financial intermediary. Late notices, proxies or other required documents may be disregarded, and persons who have not complied with the procedures described in this notice may be refused entry to the AGM. Votes cast prior to the AGM by electronic means (including through www.proxyvote.com) or by letter (including by proxy card) will be deemed to be votes cast at the AGM.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 16, 2026 This proxy statement (this “Proxy Statement”), the form of proxy card and the 2025 Annual Report (including the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”)) are available at www.proxyvote.com and https://investors.terrainnovatum.com. The convocation notice for the AGM published on October 16, 2026 (the “Convocation Notice”), the annual accounts for the financial year 2025, the proposed amended remuneration policy of the Company and the explanatory notes to the agenda are available at https://investors.terrainnovatum.com and, free of charge, at the Company’s offices at Via Matteo Trenta 117, CAP 55100, Lucca, Italy, until the close of the AGM.
YOUR VOTE IS IMPORTANT
By Order of the Board of Directors
Alessandro Petruzzi Chief Executive Officer Amsterdam, the Netherlands October 26, 2026
The accompanying Proxy Statement is dated October 26, 2026 and, together with the enclosed form of proxy card, is first being mailed to shareholders of Terra Innovatum on or about October 26, 2026. Questions regarding the AGM may be directed to agminfo@terrainnovatum.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.