Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): July 13, 2020

NIELSEN HOLDINGS PLC

(Exact name of Registrant as specified in its charter)


England and Wales	001-35042	98-1225347
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)

85 Broad Street

New York, New York 10004

Nielsen House

John Smith Drive

Oxford

Oxfordshire OX4 2WB

United Kingdom

(Address of principal executive offices)

+1 (646) 654-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, par value €0.07 per share	NLSN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Current Report on Form 8-K filed by Nielsen Holdings plc (the “Company”) on April 30, 2020, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with Elliott Management Corporation and certain of its affiliated funds. Pursuant to the Cooperation Agreement, the Company agreed to increase the size of its board of directors (the “Board”) and appoint Mr. Jonathan Miller to the Board, in each case as promptly as practicable following the Company’s 2020 Annual General Meeting of Shareholders. On July 13, 2020, the Company announced that its Board has approved the increase in the size of the Board by one member and that Mr. Miller would be appointed to the Board, in each case, effective immediately. Mr. Miller will serve until the next annual meeting of shareholders of the Company or until a successor is duly elected and qualified. The Board has also appointed Mr. Miller to its Finance Committee effective immediately.

Mr. Miller, age 63, has served as Chief Executive Officer of Integrated Media Company, a special purpose digital media investment company since February 2018. Until January 2018, Mr. Miller was a partner at Advancit Capital, where he continues to serve as an advisor and member of the Investment Committee. He previously has served as Chairman and Chief Executive Officer of the Digital Media Group at News Corp., and was its Chief Digital Officer from April 2009 to September 2012. Mr. Miller was a founding partner of Velocity Interactive Group, an investment firm focusing on internet and digital media, from its inception in 2007 to 2009. Prior to founding Velocity, Mr. Miller served as the Chief Executive Officer of AOL LLC (“AOL”) from 2002 to 2006. Prior to joining AOL, Mr. Miller served as Chief Executive Officer and President of USA Information and Services, of USA Interactive, a predecessor to IAC/InterActiveCorp. Mr. Miller is a member of the board of directors of Akamai Technologies Inc., j2 Global, Inc., and Interpublic Group of Companies, Inc.

There are no arrangements or understandings between Mr. Miller and any other persons pursuant to which he was selected as a director. There are also no family relationships between Mr. Miller and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

As a member of the Board, Mr. Miller is entitled to receive an annual cash retainer of $80,000, which is reduced by 30% for compensation earned during the third calendar quarter of 2020, and an annual grant of deferred stock units having a fair market value of $160,000 as of the date of grant, which will vest in four substantially equal quarterly installments.


NIELSEN HOLDINGS PLC

	By:	/s/ Emily Epstein
	Name:	Emily Epstein
	Title:	Secretary