DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

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

☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☒	Soliciting Material Under Rule 14a-12

NIELSEN HOLDINGS PLC

(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 the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Explanatory Note: The following communications were made available by Nielsen Holdings plc to certain of its employees.

LOGO

Message for equity grant recipients

Internal Only

Information on equity grants—no action required

As you know, Nielsen recently entered into a definitive agreement to be acquired by a consortium of private investment funds led by Evergreen Coast Capital Corporation, an affiliate of Elliott Investment Management L.P., and Brookfield Business Partners L.P., together with institutional partners. We know you have questions about total rewards programs. We will share more information with you as we know it. Additional information about the proposed transaction will also be available in the proxy statement that we will file in connection with the shareholder vote to approve the proposed transaction.

Today, we are providing an update on equity grants that have been awarded to select employees. Please refer to these equity FAQs and the 2022 plan documents previously provided for your applicable plan(s):

2022 Annual Equity General Plan Overview

ii.

2022 Long Term Performance Plan Overview

Regards,

Brendon Perkins

SVP, Total Rewards

Forward-Looking Statements

This communication includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These statements include those set forth above relating to the proposed transaction as well as those that may be identified by words such as “will,” “intend,” “expect,” “anticipate,” “should,” “could” and similar expressions. These statements are subject to risks and uncertainties, and actual results and events could differ materially from what presently is expected, including regarding the proposed transaction and Nielsen ONE. Factors leading thereto may include, without limitation, the risks related to Ukraine conflict or the COVID-19 pandemic on the global economy and financial markets, the uncertainties relating to the impact of the Ukraine conflict or the COVID-19 pandemic on Nielsen’s business, the failure of Nielsen’s new business strategy in accomplishing Nielsen’s objectives, economic or other conditions in the markets Nielsen is engaged in, impacts of actions and behaviors of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules and processes affecting Nielsen’s business, the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could reduce anticipated benefits or cause the parties to abandon the proposed transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement entered into pursuant to the proposed

transaction (the “Agreement”), the possibility that Nielsen shareholders may not approve the proposed transaction, the risk that the parties to the Agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Nielsen’s ordinary shares, the risk of any unexpected costs or expenses resulting from the proposed transaction, the risk of any litigation relating to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Nielsen to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, shareholders and other business relationships and on its operating results and business generally, the risk the pending proposed transaction could distract management of Nielsen, and other specific risk factors that are outlined in Nielsen’s disclosure filings and materials, which you can find on http://www.nielsen.com/investors, such as its 10-K, 10-Q and 8-K reports that have been filed with the Securities and Exchange Commission. Please consult these documents for a more complete understanding of these risks and uncertainties. This list of factors is not intended to be exhaustive. Such forward-looking statements only speak as of the date of these materials, and Nielsen assumes no obligation to update any written or oral forward-looking statement made by Nielsen or on its behalf as a result of new information, future events or other factors, except as required by law.

Additional Information and Where to Find It

This communication relates to the proposed transaction involving Nielsen. In connection with the proposed transaction, Nielsen will file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including Nielsen’s proxy statement on Schedule 14A (the “Proxy Statement”). This communication is not a substitute for the Proxy Statement or for any other document that Nielsen may file with the SEC and send to its shareholders in connection with the proposed transaction. The proposed transaction will be submitted to Nielsen’s shareholders for their consideration. Before making any voting decision, Nielsen’s shareholders are urged to read all relevant documents filed or to be filed with the SEC, including the Proxy Statement, as well as any amendments or supplements to those documents, when they become available because they will contain important information about the proposed transaction.

Nielsen’s shareholders will be able to obtain a free copy of the Proxy Statement, as well as other filings containing information about Nielsen, without charge, at the SEC’s website (www.sec.gov). Copies of the Proxy Statement and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by directing a request to Nielsen Holdings plc, 675 6th Avenue New York, NY 10010, Attention: Investor Relations; telephone (410) 717-7134, or from Nielsen’s website www.nielsen.com.

Participants in the Solicitation

Nielsen and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Nielsen’s directors and executive officers is available in Nielsen’s definitive proxy statement for its 2022 Annual General Meeting, which was filed with the SEC on April 5, 2022. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in connection with the proposed transaction when they become available. Free copies of the Proxy Statement and such other materials may be obtained as described in the preceding paragraph.

Explanatory Note: The following communication was made available through the equity FAQs link in the email to employees above.

INTERNAL ONLY

Do not distribute

Employee Equity Award FAQs

Nielsen grants equity awards to select employees. These FAQs provide guidance on the treatment of unvested equity awards in connection with Nielsen’s agreement to be acquired by a consortium of private investment funds led by Evergreen Coast Capital Corporation, an affiliate of Elliott Investment Management L.P., and Brookfield Business Partners L.P. together with institutional partners (the “Proposed Transaction”). Additional information about the Proposed Transaction will also be available in the proxy statement that we will file with the SEC in connection with the shareholder vote to approve the Proposed Transaction.

What happens to unvested equity grants between now and when the Proposed Transaction closes (if the Proposed Transaction closes)?

All equity awards will continue to vest on their normal schedule until the close of the Proposed Transaction.

What happens to unvested equity grants if the Proposed Transaction closes?

At the closing of the Proposed Transaction, equity awards that were outstanding as of March 28, 2022 will be treated as follows:

Restricted Stock Units (“RSUs”)–A cash payment (without interest and less any required tax withholdings or deductions) equal to the product of (i) the number of shares underlying such RSU and (ii) the per-share purchase price ($28.00) will be made to the RSU holder within 5 business days of the closing date through Company payroll.

ii.

Performance Restricted Stock Units (“PRSUs”)–A cash payment (without interest and less any required tax withholdings or deductions) equal to the product of (i) the number of shares underlying such PRSU and (ii) per-share purchase price ($28.00) will be made to the PRSU holder within 5 business days of the closing date through Company payroll. The number of shares underlying such PRSU will be calculated based on target (100%) performance achievement.

iii.

Stock Options (“Options”)–All options will be cancelled and optionholders will receive a cash payment equal to the product of (i) the number of shares underlying such option and (ii) the excess, if any, of the per-share purchase price ($28.00) over the exercise price of such option, within 5 business days of the closing date through Company payroll. If such options are “underwater,” i.e., their exercise price exceeds the per-share purchase price, then no consideration will be paid for such options.

Equity awards that were granted after March 28, 2022 will be treated as follows:

Grants will be made entirely in the form of time-vesting RSU awards, which will vest in 25% increments on each of the first four anniversaries of the grant date and will not accelerate on the closing of the Proposed Transaction, but will be converted to cash-based awards based on the per-share purchase price ($28.00), subject to such vesting. Such awards will provide for “double trigger” full vesting upon a “Qualifying Termination” (as defined in the applicable Company severance policy).

When will cash payment for unvested equity awards be received if the Proposed Transaction closes?

All cash payments will be made through company payroll within 5 business days after the Proposed Transaction closes.

Where can I find details of my unvested equity awards?

You can access details of your equity awards in your Fidelity account. Any questions related to accessing your Fidelity account should be addressed to the Fidelity Customer Care team, available here.

What happens to equity awards if the Proposed Transaction doesn’t close?

All equity awards will continue to vest at their normal schedule, and none of the payments pursuant to Item 2 will be made.

What happens to stock shares that have vested and been issued if the Proposed Transaction closes?

Shares of Nielsen stock that you own in your Fidelity Brokerage account will be converted to cash at $28.00 per share shortly after the closing of the Proposed Transaction. This processing will be handled through Fidelity and you should contact Fidelity with any questions post-close.

Where can I find more information about equity awards?

For more details please refer to your applicable plan overview

General Plan

ii.

Long Term Performance Plan

Forward-Looking Statements

ordinary shares, the risk of any unexpected costs or expenses resulting from the proposed transaction, the risk of any litigation relating to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Nielsen to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, shareholders and other business relationships and on its operating results and business generally, the risk the pending proposed transaction could distract management of Nielsen, and other specific risk factors that are outlined in Nielsen’s disclosure filings and materials, which you can find on http://www.nielsen.com/investors, such as its 10-K, 10-Q and 8-K reports that have been filed with the Securities and Exchange Commission. Please consult these documents for a more complete understanding of these risks and uncertainties. This list of factors is not intended to be exhaustive. Such forward-looking statements only speak as of the date of these materials, and Nielsen assumes no obligation to update any written or oral forward-looking statement made by Nielsen or on its behalf as a result of new information, future events or other factors, except as required by law.

Additional Information and Where to Find It

Participants in the Solicitation

Nielsen and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed Transaction. Information regarding Nielsen’s directors and executive officers is available in Nielsen’s definitive proxy statement for its 2022 Annual General Meeting, which was filed with the SEC on April 5, 2022. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in connection with the proposed transaction when they become available. Free copies of the Proxy Statement and such other materials may be obtained as described in the preceding paragraph.