UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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Nielsen House John Smith Drive Oxford Oxfordshire OX4 2WB United Kingdom |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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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. ☐
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Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
Nielsen Holdings plc (the “Company”) held its annual general meeting of shareholders on May 12, 2020 (the “Annual Meeting”). The Company’s shareholders considered nine proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2020. A total of 307,167,176 shares were represented at the Annual Meeting in person or by proxy, or 86% of the total shares entitled to vote. The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:
Proposal 1. To elect or re-elect the directors listed below:
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Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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James A. Attwood, Jr. |
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280,328,628 |
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14,187,439 |
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232,649 |
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12,418,460 |
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Thomas H. Castro |
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294,327,333 |
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281,941 |
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139,442 |
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12,418,460 |
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Guerrino De Luca |
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293,375,885 |
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1,293,901 |
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78,930 |
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12,418,460 |
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Karen M. Hoguet |
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265,166,328 |
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29,546,798 |
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35,590 |
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12,418,460 |
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David Kenny |
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293,423,813 |
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1,187,971 |
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136,932 |
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12,418,460 |
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Harish Manwani |
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262,832,547 |
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31,878,670 |
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37,499 |
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12,418,460 |
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Janice Marinelli Mazza |
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287,120,663 |
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7,489,915 |
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138,138 |
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12,418,460 |
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Robert C. Pozen |
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265,002,667 |
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29,667,765 |
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78,284 |
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12,418,460 |
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David Rawlinson |
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292,418,114 |
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2,296,113 |
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34,489 |
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12,418,460 |
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Nancy Tellem |
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287,121,817 |
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7,491,268 |
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135,631 |
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12,418,460 |
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Javier G. Teruel |
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251,112,274 |
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43,557,231 |
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79,211 |
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12,418,460 |
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Lauren Zalaznick |
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285,108,789 |
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9,607,519 |
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32,408 |
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12,418,460 |
Each of the nominees was elected for a term of one year.
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Proposal 2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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303,293,448 |
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3,840,876 |
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32,852 |
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This proposal was approved.
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Proposal 3. To reappoint Ernst & Young LLP as the Company’s UK statutory auditor to audit the Company’s UK statutory annual accounts for the year ending December 31, 2020 |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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303,294,700 |
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3,839,716 |
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32,760 |
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This proposal was approved.
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Proposal 4. To authorize the Audit Committee of the Board of Directors to determine the compensation of the Company’s UK statutory auditor |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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306,930,725 |
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191,774 |
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44,677 |
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This proposal was approved.
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Proposal 5. To approve on a non-binding, advisory basis the compensation of the Company’s named executive officers as disclosed in the Proxy Statement |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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200,403,585 |
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94,297,237 |
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47,894 |
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12,418,460 |
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This proposal was approved.
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Proposal 6. To approve on a non-binding, advisory basis the Directors’ Compensation Report for the year ended December 31, 2019, which was included as Annex A in the Proxy Statement |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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206,640,759 |
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88,056,695 |
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51,262 |
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12,418,460 |
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This proposal was approved.
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Proposal 7. To authorize the Board of Directors to allot equity securities |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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221,990,488 |
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85,124,349 |
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52,339 |
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This proposal was approved.
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Proposal 8. To authorize the Board of Directors to allot equity securities without rights of pre-emption |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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177,293,972 |
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129,548,096 |
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325,108 |
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This proposal was not approved.
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Proposal 9. To approve the forms of share repurchase contracts and the counterparties |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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292,415,939 |
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13,788,561 |
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962,676 |
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This proposal was approved.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 14, 2020
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NIELSEN HOLDINGS PLC |
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By: |
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/s/ Emily Epstein |
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Name: |
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Emily Epstein |
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Title: |
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Secretary |