Nielsen (NLSN) 8-K Submission of Matters to a Vote of Security Holders

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 25, 2021 

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.)

    85 Broad Street New York, New York 10004   Nielsen House John Smith Drive Oxford Oxfordshire OX4 2WB United Kingdom

(Address of principal executive offices)

+1 (646) 654-5000

(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 25, 2021 (the “Annual Meeting”). The Company’s shareholders considered eleven 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 12, 2021. A total of 294,990,009 shares were represented at the Annual Meeting in person or by proxy, or 82.29% 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 or re-elect the directors listed below:

Nominee	For		Against		Abstain		Broker Non-Votes
James A. Attwood, Jr.		279,770,018		7,281,990		114,977		7,823,024
Thomas H. Castro		285,926,180		1,168,142		72,663		7,823,024
Guerrino De Luca		284,108,148		2,992,519		66,318		7,823,024
Karen M. Hoguet		285,968,741		1,132,362		65,882		7,823,024
David Kenny		286,721,837		378,109		67,039		7,823,024
Janice Marinelli Mazza		283,295,035		3,806,019		65,931		7,823,024
Jonathan F. Miller		283,933,150		3,167,655		66,180		7,823,024
Stephanie Plaines		286,734,847		366,242		65,896		7,823,024
Nancy Tellem		283,099,295		4,001,667		66,023		7,823,024
Lauren Zalaznick		281,762,665		5,338,433		65,887		7,823,024

Each of the nominees was elected for a term of one year.

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, 2021

For		Against		Abstain		Broker Non-Votes
	293,506,754		1,452,661		30,594	—

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, 2021

For		Against		Abstain		Broker Non-Votes
	293,527,376		1,429,564		33,069	—

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		Broker Non-Votes
	294,691,764		260,938		37,307	—

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
	239,258,137		47,747,507		161,341		7,823,024

This proposal was approved.

Proposal 6. To approve on a non-binding, advisory basis the Directors’ Compensation Report for the year ended December 31, 2020, which was included as Annex A in the Proxy Statement

For		Against		Abstain		Broker Non-Votes
	278,383,272		8,621,024		162,689		7,823,024

This proposal was approved.

Proposal 7. To approve the Directors’ Compensation Policy, which was included as Annex B in the Proxy Statement

For		Against		Abstain		Broker Non-Votes
	241,754,374		45,237,617		174,994		7,823,024

This proposal was approved.

Proposal 8. To authorize the Board of Directors to allot equity securities

For		Against		Abstain		Broker Non-Votes
	285,372,657		9,584,080		33,272	—

This proposal was approved. 

Proposal 9. To authorize the Board of Directors to allot equity securities without rights of pre-emption

For		Against		Abstain		Broker Non-Votes
	258,673,296		36,273,932		42,781	—

This proposal was approved.

Proposal 10. 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		Broker Non-Votes
	253,913,512		41,035,690		40,807	—

This proposal was approved.

Proposal 11. To approve forms of share repurchase contracts and share repurchase counterparties

For		Against		Abstain		Broker Non-Votes
	291,548,975		2,655,806		785,228	—

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 27, 2021

NIELSEN HOLDINGS PLC
By:	/s/ Jennifer Meschewski
Name:	Jennifer Meschewski
Title:	Secretary