GB NY false 0001492633 0001492633 2022-05-17 2022-05-17

 

 

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): May 17, 2022

 

 

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)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

675 Avenue of the Americas

New York, New York 10010

 

5th Floor Endeavour House

189 Shaftesbury Avenue

London, WC2H 8JR

United Kingdom

(Address of principal executive offices)

+1 (410) 717-7134

(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):

 

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 5.07 Submission of Matters to a Vote of Security Holders.

Nielsen Holdings plc (the “Company”) held its annual general meeting of shareholders on May 17, 2022 (the “Annual Meeting”). The Company’s shareholders considered ten 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 on April 5, 2022. A total of 288,898,465 shares were represented at the Annual Meeting in person or by proxy, or 80.33% 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 the directors listed below:

 

Nominee

   For    Against    Abstain    Broker
Non-Votes

James A. Attwood, Jr.

   233,811,213    9,565,178    35,094,971    10,427,103

Thomas H. Castro

   236,609,645    6,766,278    35,095,439    10,427,103

Guerrino De Luca

   239,660,750    3,715,282    35,095,330    10,427,103

Karen M. Hoguet

   240,540,572    2,835,697    35,095,093    10,427,103

David Kenny

   241,972,279    1,405,354    35,093,729    10,427,103

Janice Marinelli Mazza

   239,652,797    3,722,741    35,095,824    10,427,103

Jonathan F. Miller

   240,360,824    3,012,883    35,097,655    10,427,103

Stephanie Plaines

   241,975,229    1,398,987    35,097,146    10,427,103

Nancy Tellem

   235,010,184    8,364,388    35,096,790    10,427,103

Lauren Zalaznick

   239,067,389    4,308,363    35,095,610    10,427,103

Each of the nominees was elected for a term of one year until the 2023 annual general meeting of shareholders and until each of their respective successors is duly elected and qualified.

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, 2022

 

For

 

Against

 

Abstain

287,427,530   1,446,067   24,868

This proposal was approved.

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, 2022

 

For

 

Against

 

Abstain

287,428,422   1,443,556   26,487

This proposal was approved.


Proposal 4. To authorize the Audit Committee of the Board of Directors to determine the compensation of the Company’s UK statutory auditor

 

For

 

Against

 

Abstain

288,741,249   114,161   43,055

This proposal was approved.

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

 

For

 

Against

 

Abstain

 

Broker Non-Votes

217,129,451   26,216,759   35,125,152   10,427,103

This proposal was approved.

Proposal 6. To approve on a non-binding, advisory basis the Directors’ Compensation Report for the year ended December 31, 2021, which was included as Annex A in the Proxy Statement

 

For

 

Against

 

Abstain

 

Broker Non-Votes

223,488,103   19,861,905   35,121,354   10,427,103

This proposal was approved.

Proposal 7. To authorize the Board of Directors to allot equity securities

 

For

 

Against

 

Abstain

244,502,432   44,360,402   35,631

This proposal was approved.

Proposal 8. To authorize the Board of Directors to allot equity securities without rights of pre-emption

 

For

 

Against

 

Abstain

248,466,119   40,099,230   333,116

This proposal was approved.

Proposal 9. To authorize the Board of Directors to allot equity securities without rights of pre-emption in connection with an acquisition or specified capital investment

 

For

 

Against

 

Abstain

248,125,539   40,442,354   330,572

This proposal was approved.

Proposal 10. To approve of forms of share repurchase contracts and share repurchase counterparties

 

For

 

Against

 

Abstain

285,546,995   2,300,754   1,050,716

This proposal was approved.


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 18, 2022

 

NIELSEN HOLDINGS PLC
By:  

/s/ Jennifer Meschewski

Name:   Jennifer Meschewski
Title:   Secretary
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