8-K 1 d455907d8k.htm 8-K 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): September 11, 2017




(Exact name of Registrant as specified in its charter)




England and Wales   001-35042   98-1225347

(State or other jurisdiction

of incorporation or organization)



file number)


(I.R.S. employer

identification number)


85 Broad Street

New York, New York 10004

+1 (646) 654-5000


AC Nielsen House

London Road


Oxfordshire OX3 9RX

United Kingdom

+1 (646) 654-5000

(Address of principal executive offices)

(Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report.)



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:


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))

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.

On September 11, 2017, the Board of Directors (the “Board”) of Nielsen Holdings plc (the “Company”) appointed Mr. Guerrino De Luca as a member of the Board. Mr. De Luca is expected to begin service on the Board on or about October 19, 2017 and will serve until the Company’s next annual meeting of shareholders or until his successor is duly elected and qualified.

Mr. De Luca has served as the Chairman of the Board of Logitech International S.A. (“Logitech”) since January 2008. Mr. De Luca served as Logitech’s Chief Executive Officer from April 2012 to January 2013 and as its acting President and Chief Executive Officer from July 2011 to April 2012. Previously, Mr. De Luca served as Logitech’s President and Chief Executive Officer from February 1998, when he joined Logitech, to January 2008. Prior to joining Logitech, Mr. De Luca served as Executive Vice President of Worldwide Marketing for Apple Computer, Inc. Mr. De Luca holds a Laurea degree in Electronic Engineering from the University of Rome, Italy.

As a member of the Board, Mr. De Luca will receive an annual retainer of $80,000 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.


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: September 15, 2017


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