Shareholders' Equity

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Shareholders' Equity

Note 8. Shareholders’ Equity

Common stock activity is as follows:

	Three Months Ended
	March 31, 2022
Actual number of shares of common stock outstanding
Beginning of period		359,267,535
Shares of common stock issued through compensation plans		425,767
End of period		359,693,302

Dividends and Share Repurchase Program

On January 31, 2013, the Company’s Board of Directors (the “Board”) adopted a cash dividend policy to pay quarterly cash dividends on its outstanding common stock. Under this plan, Nielsen has paid consecutive quarterly cash dividends since 2013. Nielsen paid cash dividends of $22 million and $21 million, or $0.06 per share of common stock, in the three months ended March 31, 2022 and 2021, respectively. Any decision to declare and pay dividends in the future will be made at the discretion of our Board subject to the restrictions set forth in the Transaction Agreement, as applicable, and will be subject to the Board’s continuing determination that the dividend policy and the declaration of dividends thereunder are in the best interests of our shareholders, and are in compliance with all laws and agreements to which we are subject.

On April 14, 2022, the Board declared a cash dividend of $0.06 per share on Nielsen’s common stock. The dividend is payable on June 16, 2022 to shareholders of record at the close of business on June 2, 2022.

On February 26, 2022, the Board authorized the repurchase of up to $1 billion of the Company’s ordinary shares. The Board authorization may be suspended, modified or terminated at any time without prior notice subject to compliance with applicable laws and regulation. This share repurchase authorization replaces all previous authorizations. The timing of any repurchases will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading, price, general business and market conditions, and alternative investment opportunities as well the restrictions set forth in the Transaction Agreement. This authorization has been executed within the limitations of the authority granted to Nielsen on August 6, 2015, which was extended by the authority approved by Nielsen’s shareholders at its annual general meetings of shareholders held on May 12, 2020 and May 25, 2021 (the “Authority”), with such Authority to remain in place until the end of the 2022 annual general meeting of shareholders, which is expected to be held on May 17, 2022, or close of business on August 25, 2022, whichever is earlier. Nielsen has requested approval from its shareholders at its 2022 annual general meeting of shareholders to renew this authority for a period of one year. Pursuant to the Authority, the Company may only repurchase ordinary shares in accordance with procedures for “off-market” purchases under the Companies Act 2006 and, in order to be compliant with the Companies Act 2006, share repurchases can only be made pursuant to the terms of one or more share repurchase agreements entered into in either of the forms approved, and with counterparties that have also been approved, by shareholders at the annual general meeting of shareholders.

At Nielsen’s 2021 annual general meeting of shareholders, two forms of share repurchase contracts were approved by shareholders. The first provides that the counterparty will purchase shares on the New York Stock Exchange at such prices and in such quantities as the Company may instruct from time to time, subject to the limitations set forth in Rule 10b-18 of the Exchange Act, as amended. The second form of agreement provides that the amount of shares to be purchased each day, the limit price and the total amount that may be purchased under the agreement will be determined at the time the agreement is executed. Both agreements provide that the counterparty will purchase the ordinary shares as principal and sell any ordinary shares purchased to the Company in record form. Any such shares repurchased by the Company pursuant to either form of contract will be cancelled. Nielsen has requested approval from its shareholders at its 2022 annual general meeting of shareholders to approve similar forms of repurchase contracts.

There were no share repurchases for the three months ended March 31, 2022 or 2021, and the Board has no present intention to exercise the Authority, as a result of entering into the Transaction Agreement (See Note 1 above).