Additional Proxy Soliciting Materials (definitive) (defa14a)
April 09 2019 - 9:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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 Pursuant to
§240.14a-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 computed on table below per Exchange
Act Rules
14a-6(i)(1)
and
0-11.
|
|
|
(1)
|
|
Title of each class of securities to which transaction
applies:
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11
(set
forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
(5)
|
|
Total fee paid:
|
☐
|
|
Fee paid previously with preliminary
materials.
|
☐
|
|
Check box if any part of the fee is offset
as provided by Exchange Act Rule
0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
|
|
|
(1)
|
|
Amount Previously Paid:
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
(3)
|
|
Filing Party:
|
|
|
(4)
|
|
Date Filed:
|
*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 21, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meeting Information
|
|
|
NIELSEN HOLDINGS PLC
|
|
|
|
Meeting
Type:
Annual General Meeting
|
|
|
|
|
|
|
For
holders as of:
March 22, 2019
|
|
|
|
|
|
|
Date:
May 21, 2019
Time:
9:00 a.m. (Eastern Time)
|
|
|
|
|
|
|
Location:
|
|
50 Danbury
Road
Wilton, CT 06897
Meeting live via the Internet-please visit
nielsen.onlineshareholdermeeting.com
|
|
|
|
|
|
|
|
|
|
|
|
You are receiving this communication because you hold
shares in the company named above.
This is not a ballot. You
cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You will not receive a paper or e-mail copy of the proxy materials unless you
request one. You may view the proxy materials online at www.proxyvote.com, scan the QR code on the reverse side, or easily request a paper or e-mail copy (see reverse side).
|
|
|
|
We encourage you to access and review all of the
important information contained in the proxy materials before voting.
|
|
|
|
|
|
See the
reverse side of this notice to obtain proxy materials and voting instructions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before You Vote
How to Access the Proxy Materials
|
|
|
|
|
|
|
|
|
|
|
|
|
Proxy
Materials Available to VIEW or RECEIVE:
|
|
|
|
|
|
|
NOTICE AND PROXY STATEMENT US ANNUAL
REPORT UK ANNUAL REPORT
|
|
|
|
|
|
|
How to View Online:
|
|
|
|
|
|
|
|
|
Have the information that is printed in the box marked by the arrow
(located on the following page) and visit:
www.proxyvote.com
, or scan the QR code below.
|
|
|
|
|
|
|
How to Request and Receive a PAPER or E-MAIL
Copy:
|
|
|
|
|
|
|
If you want to receive a paper or e-mail copy of the above proxy materials or proxy materials for future shareholder
meetings, you must request them. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
|
|
|
|
|
|
|
1)
BY INTERNET
: www.proxyvote.com
|
|
|
|
|
|
|
|
|
2)
BY TELEPHONE
: 1-800-579-1639
|
|
|
|
|
|
|
|
|
3)
BY E-MAIL
*:
sendmaterial@proxyvote.com
|
|
|
|
|
|
|
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail
address will NOT be forwarded.
Please make the request as instructed above on or before May 7, 2019 to facilitate timely delivery.
|
|
|
|
|
|
How To Vote
|
|
|
|
|
|
|
|
|
Please Choose One of the Following Voting Methods
|
|
|
|
|
|
|
Vote in Person:
If you choose to vote these shares in person at the meeting,
you must request a
legal proxy
. To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. You must have government-issued photo
identification and an admission ticket to be admitted. Please review the proxy materials for additional information on what you may need to bring with you to gain access to the meeting. For directions to attend the Annual General Meeting in person,
go to:
http://ir.nielsen.com/investor-relations/shareholder-information/annual-meeting/default.aspx
or contact our Company Secretary at companysecretary@nielsen.com.
THIS NOTICE WILL SERVE AS AN ADMISSION TICKET
.
|
|
|
|
|
|
|
Vote By Internet:
|
|
|
|
|
|
|
|
|
Before The Meeting:
|
|
|
|
|
|
|
|
Go to
www.proxyvote.com
or from a smartphone, scan the QR code above. Have the information
that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
|
|
|
|
|
|
During The Meeting:
|
|
|
|
|
|
|
|
Go to
nielsen.onlineshareholdermeeting.com.
Have the information that is printed in the box
marked by the arrow
(located on the following page) available and follow the instructions.
|
|
|
|
|
|
|
Vote By Mail:
You can vote by mail by requesting a paper copy of the
materials, which will include a proxy card or voting instruction form.
|
|
|
|
|
|
Our Board of Directors recommends that you vote FOR each director nominee listed below and FOR each of
Proposals 2 through 7 listed below.
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
Election of directors:
|
|
|
|
|
1a.
1b.
1c.
1d.
1e.
1f.
1g.
1h.
1i.
|
|
James A. Attwood, Jr.
Guerrino De Luca
Karen M. Hoguet
David Kenny
Harish Manwani
Robert C. Pozen
David Rawlinson
Javier G. Teruel
Lauren Zalaznick
|
|
|
|
|
|
|
|
2.
|
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year
ending December 31, 2019.
|
|
3.
|
To reappoint Ernst & Young LLP as our UK statutory auditor to audit our UK statutory annual accounts for the year
ending December 31, 2019.
|
|
4.
|
To authorize the Audit Committee to determine the compensation of our UK statutory auditor.
|
|
5.
|
To approve on a non-binding, advisory basis the compensation of our named executive officers as disclosed in the
proxy statement.
|
|
6.
|
To approve on a non-binding, advisory basis the Directors Compensation Report for the year ended December 31,
2018.
|
|
7.
|
To approve the Nielsen 2019 Stock Incentive Plan.
|
|
NOTE:
Such other business as may properly come before the meeting or any adjournment or postponement
thereof.
Nielsen (NYSE:NLSN)
Historical Stock Chart
From Aug 2024 to Sep 2024
Nielsen (NYSE:NLSN)
Historical Stock Chart
From Sep 2023 to Sep 2024