UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event Reported): May 11, 2022
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TransUnion
(Exact name of registrant as specified in its charter)
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| | | | | | | | | | | | | | |
| Delaware | | 001-37470 | | 61-1678417 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | | | | | | | | | | |
| 555 West Adams Street, | Chicago, | Illinois | | 60661 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (312) 985-2000
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Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | TRU | | 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.
TransUnion (the “Company”) held its Annual Meeting of Stockholders on May 11, 2022 (the “Annual Meeting”). The stockholders of the Company voted on the following proposals at the Annual Meeting:
| | | | | |
| 1 | Election of nine directors to serve a one-year term expiring at the 2023 Annual Meeting. |
| 2 | Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. |
| 3 | A non-binding advisory vote to approve the compensation of the Company’s named executive officers. |
| 4 | A non-binding advisory vote to recommend the frequency of non-binding advisory votes to approve the executive compensation of the Company’s named executive officers. |
The final voting results for each of these proposals are detailed below. For additional information on these proposals, please see the Company’s 2022 Proxy Statement (the “Proxy Statement”).
Proposal 1: Election of Directors
The following nominees were elected to the Board of Directors for a one-year term expiring at the 2023 Annual Meeting:
| | | | | | | | | | | | | | |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| George M. Awad | 176,002,817 | 330,937 | 27,289 | 4,170,384 |
| William P. (Billy) Bosworth | 175,985,062 | 349,140 | 26,841 | 4,170,384 |
| Christopher A. Cartwright | 175,970,403 | 364,323 | 26,317 | 4,170,384 |
| Suzanne P. Clark | 175,999,927 | 334,642 | 26,474 | 4,170,384 |
| Russell P. Fradin | 151,637,624 | 24,696,192 | 27,227 | 4,170,384 |
| Charles E. Gottdiener | 175,692,391 | 641,824 | 26,828 | 4,170,384 |
| Pamela A. Joseph | 165,998,404 | 10,323,452 | 39,187 | 4,170,384 |
| Thomas L. Monahan, III | 176,016,952 | 311,384 | 32,707 | 4,170,384 |
| Andrew Prozes | 165,232,373 | 11,101,254 | 27,416 | 4,170,384 |
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The ratification of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was approved as follows:
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| FOR | AGAINST | ABSTAIN |
| 180,413,208 | 107,306 | 10,913 |
Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, as follows:
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| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 167,891,816 | 8,117,653 | 351,574 | 4,170,384 |
Proposal 4: Frequency of Advisory Vote on Executive Compensation
The stockholders approved, on a non-binding advisory basis, holding a non-binding advisory vote to approve the executive compensation of the Company’s named executive officers on an annual basis.
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| ONE-YEAR FREQUENCY VOTE | TWO-YEAR FREQUENCY VOTE | THREE-YEAR FREQUENCY VOTE | ABSTAIN |
| 175,271,561 | 3,123 | 1,062,093 | 24,266 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
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| TRANSUNION | |
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| Date: May 16, 2022 | By: | /s/ Todd M. Cello | |
| Name: | Todd M. Cello | |
| Title: | Executive Vice President, Chief Financial Officer and Principal Accounting Officer | |
