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.)

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☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

TransUnion

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION, DATED

MARCH 17, 2020

March 23, 2018April 1, 2020

Dear Fellow Stockholders:

I am pleased to invite you to join our Board of Directors (Board) and senior leadership for our 20182020 Annual Meeting of Stockholders (Annual Meeting), which will be held on Tuesday, May 8, 2018,12, 2020, at 12:00 p.m. Central Daylight Time at the offices of Latham & Watkins LLP, 330 North Wabash Avenue, Suite 2800, Chicago, Illinois 60611.

The attached Notice of Annual Meeting of Stockholders and proxy statement will serve as your guide to the business to be conducted at the meeting. We are mailing a Notice of Internet Availability of Proxy Materials (Notice) to our stockholders. We believe the Notice process allows us to provide our stockholders with the information they desire in a timely manner, while saving costs and reducing the environmental impact of our Annual Meeting. The Notice contains instructions on how to access our 20172019 Annual Report (which includes our 20172019 Form10-K), proxy statement and proxy card over the Internet, as well as instructions on how to request a paper copy of the materials, if desired.

Your vote is very important to us. We encourage you to sign and return your proxy card and/or vote by telephone or via the Internet following the instructions on the Notice as soon as possible, so that your shares will be represented and voted at the Annual Meeting. Instructions on how to vote are on page 6.11.

We urge you to read the accompanying proxy statement carefully and to vote FOR the director nominees proposed by the Board of Directors and FOR the other proposalproposals in accordance with the recommendations of the Board of Directors.

On behalf of your Board of Directors, thank you for your confidence in TransUnion. IWe look forward to your continued support.

Jim Peck

Chris Cartwright

President and Chief Executive OfficerCEO

555 West Adams Street

Chicago, Illinois 60661

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on Tuesday, May 8, 201812, 2020

12:00 p.m. Central Daylight Time

The 20182020 Annual Meeting of Stockholders of TransUnion (Annual Meeting) will be held at 12:00 p.m. Central Daylight Time on Tuesday, May 8, 2018,12, 2020, at the offices of Latham & Watkins LLP, 330 North Wabash Avenue, Suite 2800, Chicago, Illinois 60611, for the following purposes:

The close of business onMarch 12, 201813, 2020 has beenis fixed as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. A complete list of such stockholders will be available for examination, by any stockholder, at our offices in Chicago, Illinois during normal business hours for a period of ten days before the Annual Meeting.

We are pleased to take advantage of the U.S. Securities and Exchange Commission’s “Notice and Access” rule that allows us to provide stockholders with notice of their ability to access proxy materials via the Internet. Under this process, on or around March 23, 2018,April 1, 2020, we will begin mailing a

Notice of Internet Availability of Proxy Materials (Notice) to certain of our stockholders informing them that our proxy statement, 20172019 Annual Report (which includes our 20172019 Form10-K) and voting instructions are available on the Internet as of the same date. The proxy statement will also be made available to all other stockholders on or around April 1, 2020. As more fully described in the Notice, all stockholders may choose to access our proxy materials via the Internet or may request printed materials.

By order of the Board of Directors,

Mick Forde

Senior Vice President, Deputy General

Counsel and Corporate Secretary

March 23, 2018Due to the emerging public health impact of coronavirus disease 2019 (COVID-19), we are planning for the possibility that our Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by TransUnion and available at our Investor Relations website, www.transunion.com/tru, on the Financials page. Please check this website in advance of the Annual Meeting date if you are planning to attend in person.

April 1, 2020

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

The Notice of the 20182020 Annual Meeting, the proxy statement and our 20172019 Annual Report

(which includes our 20172019 Form10-K) are available at: www.proxyvote.com

20182020 Proxy Statement Contents

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TransUnion

555 West Adams Street

Chicago, Illinois 60661

(312)985-2000

www.transunion.com

PROXY STATEMENT

For the 20182020 Annual Meeting of Stockholders

We are furnishing you this proxy statement in connection with the solicitation of proxies by our Board of Directors (or Board) to be voted at the 20182020 Annual Meeting of Stockholders (Annual Meeting) of TransUnion, a Delaware corporation, sometimes referred to as the Company, we, us or our. The Annual Meeting will be held on Tuesday, May 8, 201812, 2020 at 12:00 p.m. Central Daylight Time at the offices of Latham & Watkins LLP, 330 North Wabash Avenue, Suite 2800, Chicago, Illinois 60611.

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (SEC), we are providing our stockholders access to our proxy materials and other Annual Meeting materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (Notice) will be mailed to our stockholders on or about March 23, 2018,April 1, 2020, unless a stockholder has previously requested printed materials. Stockholders will have the ability to access the proxy materials and our 20172019 Annual Report (which includes our 20172019 Form10-K) on a website referred to in the Notice or request a printed set of the proxy materials to be sent to them by following the instructions in the Notice. The Notice contains instructions on how you can vote on the Internet or by telephone. You will need the16-digit control number provided on the Notice or your proxy card (if applicable) to vote.

The Notice also provides instructions on how to inform us to send future proxy materials to you electronically bye-mail or in printed form by mail. If you choose to receive future proxy materials bye-mail, you will receive ane-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials bye-mail or mail will remain in effect until you terminate it.

PROXY VOTINGSTATEMENT SUMMARY

This votingproxy statement summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement and our 20172019 Annual Report (which includes our 20172019 Form10-K) carefully before voting.

Annual Meeting of Stockholders

Time and Date:		Tuesday, May 8, 201812, 2020 at 12:00 p.m. Central Daylight Time
Place:		Latham & Watkins LLP 330 North Wabash Avenue, Suite 2800 Chicago, Illinois 60611
Record Date:		March 12, 201813, 2020
Voting:		Stockholders as of the record date are entitled to vote.
		Vote by Internet athttp://www.proxyvote.com
		Vote by telephone at1-800-690-6903
		Vote by completing and returning your proxy card or voter instruction card
		Vote in person during the Annual Meeting
		We urge you to vote before the meeting.

FORWARD-LOOKING STATEMENTSCorporate Governance Highlights

ThisThe Board is responsible for overseeing our assets and business affairs in an honest, fair and ethical manner driven by comprehensive corporate governance principles, including the following:

Over the course of the year, we have made several significant changes to reflect the business environment in which we operate and our continued commitment to sound corporate stewardship.

As further discussed in this proxy statement, contains “forward-looking statements” withinin August 2019, our Board approved certain amendments to our Second Amended and Restated Certificate of Incorporation (“Charter”), including the meaningphased declassification of our board of directors and the elimination of the Private Securities Litigation Reform Actsupermajority voting provisions that currently exist for removal of 1995. These statements are baseddirectors and implementation of certain amendments to our Charter and Bylaws. Stockholders of record on March 13, 2020 will have the current beliefs and expectations of TransUnion’s management and are subjectopportunity to significant risks and uncertainties. Actual results may differ materially from thosevote on these proposals, together with the other proposals described in the forward-looking statements. Any statements made in this reportproxy statement. Our Board is currently divided into three classes, with one class standing for election each year for a three-year term. If our stockholders approve the declassification, directors will stand for election toone-year terms, with all directors standing for election on an annual basis beginning with the 2022 Annual Meeting of Stockholders. Just as TransUnion has grown and diversified our business since our 2015 IPO, it is equally as important that are not statements of historical fact, including statements aboutwe also continue to evolve our beliefs and expectations, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptionscorporate governance practices to more closely align with the interests of our business plansstockholders.

Board of Directors – Key Facts

The following table provides summary information about each of our directors. More detailed information about each director’s background, skill set and strategies. These statements often include words such as “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,” “potential,” “continues,” “seeks,” “predicts,” or the negativesareas of these words and other similar expressions.expertise can be found beginning on page 19.

Although we believe that these forward-looking statements are

Executive Compensation Highlights

Executive Compensation Philosophy

Our executive compensation program is based on reasonable assumptions, you should be awarea philosophy that factors affectingaligns the interests of our actual financial results could cause actual resultsexecutives and stockholders. The following are key objectives of our compensation philosophy:

Strong Stockholder Support

Our most recentSay-on-Pay vote was held at our 2019 Annual Meeting of Stockholders, and received 98.3% support. We believe this strongSay-on-Pay vote outcome shows the support for our executive compensation program.

2019 Executive Compensation Reflected our NEOs’ and the other financial information appearing elsewhere inCompany’s Overall Strong Performance

Target Compensation Mix is Linked to Company Performance and Aligned with Stockholders

See “Compensation Discussion and Exchange Commission. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements or to reflect the impact of events or circumstances that may arise after the date of this proxy statement.Analysis” on page 56 and “Executive Compensation” on page 78 for additional details on our executive compensation programs.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

CORPORATE GOVERNANCE AND RELATED MATTERS

General

Our Board of Directors directs the management of our business and affairs, as well as managing our business on behalf of our stockholders. The Board and management recognize that the interests of TransUnion are advanced by responsibly addressing the concerns of multiple constituencies, including employees, consumers, customers and the communities in which we operate. Our Corporate Governance Guidelines support the Board in its oversight role and in fulfilling its obligation to stockholders.

Our Corporate Governance Guidelines address, among other things:

The Nominating and Corporate Governance Committee regularly reviews our Corporate Governance Guidelines and recommends modifications of these guidelines to the Board when appropriate, including when New York Stock Exchange (NYSE) and SEC regulations require changes.

You can find our Corporate Governance Guidelines on our Investor Relations website,www.transunion.com/tru, on the “Leadership and Governance” page.

Company Structure; Board Composition

TransUnion was formed by affiliates of Goldman, Sachs & Co. LLC (“GS”) and Advent International Corporation (“Advent”Advent,” and together with GS, the “Sponsors”) on February 15, 2012. On April 30, 2012, TransUnion Intermediate Holdings, Inc. was acquired by TransUnion and became our wholly-owned subsidiary, which we refer to as the “2012 Change in Control Transaction.”subsidiary. On June 30, 2015, we completed the initial public offering of 33,977,273 shares of our common stock (the “IPO”). at a public offering price of $22.50 per share. Our stock trades on the New York Stock Exchange under the ticker “TRU.”

Our certificate of incorporation currently provides for a classified board of directors. We currently have threefour directors in Class I (Messrs. George Awad, Christopher Cartwright, Siddharth (Bobby) Mehta and Andrew Prozes), threefour directors in Class II (Messrs. Kermit Crawford, Thomas Monahan and Leo Mullin and Ms. Suzanne Clark) and threetwo directors in Class III (Messrs. Egan and Peck(Mr. Russell Fradin and Ms. Pamela Joseph). Subject to approval by our stockholders of Proposal 1 at the Annual Meeting, the Board will be declassified over the next three years such that all directors will stand for election on an annual basis beginning with the 2022 Annual Meeting of Stockholders.

Board Leadership Structure and Role of Board in Risk Oversight

Our Board of Directors is currently led by Mr. Leo Mullin, ourNon-Executive Chairman; we doChairperson. In accordance with our mandatory retirement guidelines, Mr. Mullin will not currently haveseek reelection at the Annual Meeting and will retire from the Board at the Annual Meeting. The Board has elected Ms. Pamela Joseph to succeed Mr. Mullin as Chairperson at that time. Whenever the Chairperson of the Board is also the CEO or is a director who does not otherwise qualify as an “independent director,” the independent directors will elect from among themselves a Lead Director. AlthoughDirector of the Board. Following nomination by the Nominating and Corporate Governance Committee, each independent director will be given the opportunity, by secret ballot, to vote in favor of a Lead Director nominee or to write in a candidate of his or her own. The Lead Director will be elected by a plurality and will serve until the Board meeting immediately following the next annual meeting of stockholders, unless otherwise determined by the Board. Since the CEO position is currently separate from our Chairperson position, we do not have a policy on whether the role of Chairman and Chief Executive Officer should be separate or combined, currently, the Chief Executive Officer position is separate from our Chairman position. Lead Director at this time.

We believe that the separation of the ChairmanChairperson and Chief Executive Officer positionsthe CEO roles is appropriate for us at this time.

The Board believes that this leadership structure is appropriate because it strikes an effective balance between management and independent director participation in the Board process. TheNon-Executive ChairmanChairperson role allows our President and Chief Executive OfficerCEO to focus on his management responsibilities in leading the business, setting our strategic direction and optimizing our performance and operations. At the same time, theNon-Executive ChairmanChairperson can focus on Board leadership, provide guidance to the Chief Executive Officer,CEO, and focus on corporate governance and our overall business strategy. The Board believes that the separation of functions between the Chief Executive OfficerCEO and theNon-Executive ChairmanChairperson of the Board provides

independent leadership of the Board in the exercise of its oversight responsibilities, increases the accountability of the Chief Executive OfficerCEO and creates transparency into the relationship among executive management, the Board and our stockholders.

The Board of Directors has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting by the Audit and Compliance Committee. The Audit and Compliance Committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the oversight of administrative information security, and financial and disclosure controls, and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, compliance information security and internal audit functions, the Audit and Compliance Committee reviews and discusses all significant areas of our business and summarizes for the Board of Directors all areas of compliance risk and the appropriate mitigating factors. In addition, our Board receives periodic detailed operating performance reviews from management.

In May 2019, our Board established the TPC Committee in response to the growing number of complexities that affect information security infrastructure and our industry, including cybersecurity and cyber fraud risks, third party risk management and privacy. Our Board and our Audit and ComplianceTPC Committee regularly meet with our Chief Information Security Officer to assess cybersecurity risks and to evaluate the status of our cybersecurity strategy and program, which includes an overview of how people, process and technology are deployed at TransUnion to protect consumers, customers, data and systems that are part of our business.

BackgroundDirector Independence

Our Board of Directors has affirmatively determined that each of Mses. Clark and ExperienceJoseph and Messrs. Awad, Crawford, Fradin, Mehta, Monahan, Mullin and Prozes has no material relationship with the Company and qualifies as an independent director under the standards established by the New York Stock Exchange (“NYSE”), as currently in effect.

In making that determination, the Board considered all relevant facts and circumstances, including the director’s commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, and applied the following standards under NYSE rules, which provide that a director will not be considered independent if he or she:

Mr. Robert Beauchamp, who served as a director until his resignation on April 2, 2019, was deemed to be independent under the NYSE rules. Mr. James Peck, who served as a director until his resignation on February 29, 2020, was not deemed to be independent under the NYSE rules as Mr. Peck served as our President and CEO until May 8, 2019. The purpose of the independence review by our Board is to determine whether any such relationships or transactions were material and, therefore, inconsistent with a determination that the director or director nominee is independent. As a result of its review of our nominees for director, the Board determined that Ms. Clark and Messrs. Crawford, and Monahan are independent under NYSE rules. There are no family relationships between any of the nominees for director or between any nominee and any executive officer of our Company.

Mandatory Retirement

Any director who reaches age 75 while in office must resign when he or she reaches the age of 75. A director elected to the Board before his or her 75th birthday may continue to serve until the later of (1) the expiration of the director’s then-current term and (2) the annual stockholders’ meeting coincident with or next following his or her 75th birthday. On the recommendation of the Nominating and Corporate Governance Committee, the Board may waive this requirement as to any director if it deems such waiver to be in the best interests of the Company.

No Term Limits

The Board believes we benefit from the service of directors who have developed, through valuable experience over time, an increasing insight into the Company and its operations. The Nominating and Corporate Governance Committee will review periodically the appropriateness of each director’s continued service.

Stockholder Engagement

We employ a broad stockholder engagement program that provides management and our Board with valuable insight and feedback from investors throughout the year. During 2019, senior management engaged with stockholders representing more than 65% of our outstanding common stock and with more than 80% of actively managed shares across ten major investment markets in the United States, Canada and Europe. In 2019, we also hosted our first ever Investor Day, which included presentations from 13 senior executives and seven product demonstrations across a broad range of topics, including key strategic growth initiatives across each of our business segments and largest verticals, new product innovation and technology.

Communications with Directors

We have established a process for communications with directors. All interested parties (including our stockholders) who would like to communicate with, or otherwise make his or her concerns known directly to the chairperson of any of the Audit and Compliance, Nominating and Corporate Governance or Compensation Committees, or to thenon-management or independent directors as a group, may do so by addressing such communications or concerns to the Chief Legal Officer (Heather Russell, heather.russell@transunion.com),

555 West Adams Street, Chicago, Illinois 60661, who will forward such communications to the appropriate party. Such communications may be made confidentially or anonymously.

Meetings and Meeting Attendance

During 2019, each of our directors attended at least 75% of the Board and Board committee meetings on which he or she served (held during the period that such director served), except that Mr. Mehta attended less than 75% of the Board meetings during the fiscal year ended December 31, 2019. During 2019, our Board of Directors met seven times. Directors are expected to attend our annual stockholders’ meeting. For our 2019 Annual Meeting of Stockholders, all members of our Board who were then-serving attended the meeting.

Sustainability Overview

In 2019, we established a Sustainability Office under the purview of a Chief Sustainability Officer. In keeping with our mission of leveraging Information for Good^®, the Sustainability Office embodies our commitment to integrating sustainability into every aspect of our business. The goals and programs at TransUnion are consistent with the greatest areas of sustainability risk and topics most important to our stakeholders.

Social Good:Human Capital Management and Diversity & Inclusion

We invest in associate development and diversity training to enable associates to bring their authentic selves to work. Beyond our inclusion training, we are committed to providing associates with competitive salaries and benefits. We provide our associates with flexible time off, pet insurance, gender confirmation procedures, and other cutting-edge benefits. Our commitment to creating a great work culture helps us attract and retain the best talent, so that we are able to continue to innovate creative solutions and build products that better reflect our customers’ needs and are inclusive of consumers’ perspectives.

Economic Good:Economic Inclusion and Financial Literacy

As a supplier of unbiased, highly predictive information within the financial system, we help create a more even playing field for all consumers. On a local level, in more than 30 global markets, we do this by working withnon-profits and community groups to increase access to financial literacy and information. Across our global markets, we facilitate information exchanges in early credit markets so that national economies can flourish, as well as leveraging trended and alternative data in established markets to capture a wider range of positive payment behaviors. This empowers lenders to make more informed decisions while increasing financial inclusion to a larger population of consumers creating a more inclusive world.

Environmental Good:Environmental Efficiency and Climate Change

We recognize that individuals and businesses have a role to play in protecting the environment. We are currently evaluating numerous energy efficiency and waste management initiatives to reduce operating costs and improve our resilience to ensure continuous access to energy necessary for running our offices and data centers. By protecting the environment, we not only fulfill our responsibility to the world, but also improve our operational efficiency.

Good Governance:Ethics, Privacy and Information Security

We take the responsibility entrusted to us by consumers, data furnishers, and business partners to protect sensitive information and have developed a culture of privacy and security, working hard and taking action to reduce the impact and likelihood of malicious activity. Our information security team operates globally across all our business units and locations, ensuring coverage and visibility 24 hours a day, 7 days a week. Our legal department actively partners with business units across the globe to proactively manage and address compliance, security and related issues when the need arises. Protecting consumers and their data empowers people in markets where we operate and supports our growth plans for the future.

For more information on our sustainability practices and an overview of the steps we have already taken to make progress on a number of these goals, please review our CSR report available at https://www.transunion.com/csr.

Considerations for Board Nominees

When considering whether directors and nominees have the experience, qualifications, attributes and skills to enable our Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on each person’s background and experience as reflected in the information discussed inbelow underDirector Experiences and Skills and each of the directors’ individual biographies below.biographies. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

While the Board has not established mandatory minimum qualifications that a potential director nominee must possess, our Nominating and Corporate Governance Committee identifies candidates for the Board of Directors by taking into account all factors it considers appropriate, which may include ensuringincludes monitoring the mix of specific experience, qualifications, skills and diversity of the directors to assure that the Board, as a whole, is appropriately diverse and consists of individuals with various and relevant career experience.has the necessary tools to perform its oversight function effectively. Our guidelines regarding director candidates do not prescribe specific standards for diversity, but the Nominating and Corporate Governance Committee considers diversity broadly to include differences of professional experience, viewpoint, individual characteristics, qualities and skills, resulting in naturally varying perspectives among the directors. Important individual qualifications for our directors include strength of character, mature judgment, familiarity with our business and industry, independence of thought and an ability to work collegially. The Nominating and Corporate Governance Committee considers candidates with demonstrated skills or experience in the following areas, among others: business or regulatory acumen, industry knowledge and experience, relevant technical skills, relevant career experience, financial experience, and local or community ties.

In identifying qualified candidates for our Board, our Nominating and Corporate Governance Committee reviews candidates’ existing commitments to other businesses and potential conflicts of interest with other pursuits. The Nominating and Corporate Governance Committee evaluates legal considerations, such as antitrust issues, corporate governance background, financial and accounting background, executive compensation background and the size, composition and combined expertise of the existing Board. Our Nominating and Corporate Governance Committee will consider director candidates from many sources, including stockholders. Stockholder recommendations must follow certain procedures under SEC rules and regulations and our bylaws. Any such recommendations must be in writing and delivered to the Nominating and Corporate Governance Committee at the following address: Corporate Secretary, 555 West Adams Street, Chicago, Illinois 60661. The Nominating and Corporate Governance Committee will evaluate all candidates for the Board in the same manner, including those candidates proposed by stockholders.

Background and Experience of Directors

Our director nominees and continuing directors reflect a wide range of diverse backgrounds, skills and experiences, ranging from senior governmental experience to several current and former CEOs from varying industries. We believe that identifying the primary skills of our directors provides a meaningful representation of the balance of skills of our Board as a whole. Our directors’ diverse viewpoints and unique experiences enhance the quality of our Board’s discussions and the ability to execute on our business strategy.

The Nominatingtable below highlights summary information about our directors’ skills and Corporate Governance Committee considers candidates with demonstrated skills or expertise in the following areas:experiences.

Ø

Technical skills

Ø

Relevant career experience

Ø

Financial expertise

Ø

Local or community ties

Director Biographies

The specific experience and qualifications of each of our director nominees and continuing directors is described below. If a skill is not listed for an individual director that does not necessarily signify a director’s lack of qualification or experience in a particular area. The age indicated for each of our director nominees and continuing directors is as of March 15, 2018. Christopher Egan, who has served as a director since April 2012,13, 2020. The immediately following three directors will not stand for re-electionbe seeking election at our Annual Meeting. See “Proposal 5: Election of Directors” for more information.

Qualification Highlights

George M. Awad created and is the principal of Gibraltar Capital Corporation, a wealth management and advisory firm providing investment and business advice to wealthy, internationally-based families. He is a highly accomplished executive with exceptional operating experience in running large, global businesses across the full suite of consumer financial services products, including senior leadership roles with GE Capital (1988-2006) and Citigroup, Inc. (2006-2011), with focus on domestic and global markets. Most recently, Mr. Awad served as CEO, Consumer Finance for Citigroup, with prior positions as CEO, North America Cards and CEO, Global Consumer Group EMEA.Mr. Awad acted as the interim CEO and Chairman of the Board for Walter Investment Management Corp. (now known as Ditech Holding Corporation) from June to September 2016 and has served on its board of directors since June 2016.Technology

Mr. Awad holds a B.S. from the American University of Beirut and an M.B.A. from the University of Pittsburgh - Katz Graduate School of Business.

Qualification Highlights

Suzanne P. Clark has served as Senior Executive Vice President of the U.S. Chamber of Commerce since January 2017,June 2019, where she focuses on strategy, government relations and market innovation in support of the Chamber’s more than 3 million member companies internationally. Ms. Clark served as Senior Executive Vice President from January 2017 until June 2019 and as Executive Vice President of the U.S. Chamber of Commerce from September 2014 until January 2017. She was previously the Chief Executive Officer of Potomac Research Group from 2010 through September 2014. Prior to that, she held senior leadership roles with Atlantic Media Company (President of National Journal Group) and American Trucking Associations (Chief of Staff). She has served on the board of AGCO Corporation (NASDAQ:(NYSE:AGCO) and their Compensation and Succession Committees since April 2017 and

Ms. Clark serves on the boards of So Others Might Eat and St. Patrick’s Episcopal Day School. She is the former President of International Women’s Forum (Washington chapter) and has been honored byWashingtonian Magazine as one of the “100 most powerful womenMost Powerful Women in Washington.”

Ms. Clark holds a B.A. and an M.B.A. from Georgetown University.

Pamela A. Joseph, 59Kermit R. Crawford, 60		Director since September 2015June 2019
		Former Vice Chairman of U.S. Bancorp Payment ServicesPresident and Chairman of Elavon, Inc.COO, Rite Aid Pharmacy

Qualification Highlights

Kermit R. Crawford served as President and Chief Operating Officer of Rite Aid Pharmacy, which operates one of the leading retail drugstore chains in the United States, from October 2017 until March 2019. Prior to Rite Aid, he was an operating partner and advisor with the private equity firm Sycamore Partners from 2015 to 2017. He served as Executive Vice President and President of Pharmacy, Health and Wellness for Walgreen Company, which operates the largest drugstore chain in the United States, from April 2011 to December 2014, and prior to that, as Executive Vice President and Senior Vice President of Pharmacy Services from 2007 to 2011.

He has served on the board of directors for The Allstate Corporation since 2013 and is currently Chair of the Audit Committee, as well as a member of the Risk and Return Committee. Mr. Crawford served on the board of directors for LifePoint Health from March 2016 to November 2018. His service extends to severalnon-profit organizations including, the Board of Directors for Northwestern Lake Forest Hospital and the Board of Trustees for The Field Museum.

Mr. Crawford has received many notable honors for his expertise and contributions. Chain Drug Review honored him with the “Lifetime Achievement Award” in 2014. Drug Store News presented Crawford with its 2014 “Pharmacy Innovator Award.” Savoy Magazine named Crawford one of the “Top 100 Most Influential Blacks in Corporate America” in 2018, and Black Enterprise Magazine named Crawford to its prestigious list of “America’s Most Powerful Black Directors” in 2018.

Mr. Crawford holds a B.S. in Pharmacy from Texas Southern University.

Qualification Highlights

Thomas L. Monahan, III served as Chairman and Chief Executive Officer of CEB, Inc. (formerly NYSE: CEB) from 2008 until April 2017, and served as CEO beginning in 2005. CEB is a research and analytics firm which provides data and insights to help people work more effectively. In his 21 years at CEB, Mr. Monahan led significant global growth and digitization of product delivery. Mr. Monahan has served as a Managing Partner at Norton Street Capital since April 2017. Previously, he worked at Deloitte and Andersen Consulting. He is a former member of the CEB board and served as a member of the board of Convergys Corporation (NYSE:CVG) from 2008 through 2018. Mr. Monahan is also currently a member of the boards of ProKarma, Inc. (Chair), Workforce Logiq, Winsight, the Peace Tech Lab and the Maret School.

Mr. Monahan holds a B.A. from Harvard University and an M.B.A. from New York University.

The following directors are continuing directors who will not stand for election at the 2020 Annual Meeting:

Qualification Highlights

George M. Awad is the founder and principal of Gibraltar Capital Corporation, which he founded in 2011. Gibraltar Capital Corporation is a wealth management and advisory firm providing investment and business advice to wealthy, internationally-based families. He is a highly accomplished executive with exceptional operating experience in running large, global businesses across the full suite of consumer financial services products, including senior leadership roles with GE Capital from 1988 to 2006 and Citigroup, Inc. from 2006 to 2011, with focus on domestic and global markets. Most recently, Mr. Awad served as CEO, Consumer Finance for Citigroup, with prior positions as CEO, North America Cards and CEO, Global Consumer Group EMEA.Mr. Awad acted as the interim CEO and President of Walter Investment Management Corp. (now known as Ditech Holding Corporation) from June to September 2016. He has served on its board of directors since June 2016 and as the Chairman of the Board from June 2016 through February 2018. Mr. Awad leads Ditech Holding Corporation’s Compliance Committee and serves on its Nominating and Corporate Governance and Finance committees.

Mr. Awad holds a B.S. from the American University of Beirut and an M.B.A. from the University of Pittsburgh - Katz Graduate School of Business.

Qualification Highlights

Christopher A. Cartwrighthas served as President and CEO of the Company since May 8, 2019. Mr. Cartwright joined the Company in August 2013 as Executive VicePresident-U.S. Information Services. From December 2010 through March 2013, he was the Chief Executive Officer of Decision InsightInformation Group, a portfolio of independent businesses providing real property information, software and services to insurance, finance, legal and real estate professionals in the United States, Canada and Europe. From June 1997 through October 2010, he held a variety of positions at Wolters Kluwer, a global information servicesand workflow solutions company, where he was CEO of Corporate Legal and Financial Services Division of North America and CEO of Shared Technology expertiseServices. Prior to Wolters Kluwer, he was Senior Vice President, Strategic Planning & Operations for Christie’s Inc. and Strategy Consultant for Coopers and Lybrand.

Mr. Cartwright holds a bachelor’s degree in business administration and a master’s in public accountancy from The University of Texas at Austin.

Qualification Highlights

Russell P. Fradin became an operating partner with private investment firm Clayton, Dubilier & Rice, Inc. (CD&R) in 2016, and in that capacity serves as Chairman of two portfolio companies: Capco, a business, digital and technology consulting services company for the financial services industry; and TRANZACT, which providesend-to-end customer acquisition solutions to the insurance sector. Prior to joining CD&R, Mr. Fradin served as President and CEO at SunGard Data Systems, from 2011 until the company’s acquisition by FIS in 2015. He previously served as the Chairman and CEO of Aon Hewitt, a global leader in human resource solutions. During his tenure, Mr. Fradin oversaw the successful 2010 merger between Aon Consulting and Hewitt Associates, having been CEO of Hewitt since 2006. Additional former roles include CEO of the BISYS Group, and senior executive positions at Automatic Data Processing and McKinsey & Company. He has served on the board of Best Buy Co., Inc. since April 2013 and is currently lead independent director. Mr. Fradin also serves on the board of Hamilton Insurance Group, Ltd.

Mr. Fradin holds a B.S. in economics from the Wharton School at the University of Pennsylvania and an M.B.A. from Harvard Business School.

Qualification Highlights

Pamela A. Joseph has served as Chief Executive Officer of Clearent, LLC, a payments processing company, since September 2019, and acts as Operating Partner for Clearent’s majority owner, Advent International. Ms. Joseph served as the President and Chief Operating Officer of TSYS from May 2016 until September 2017. Ms. Joseph was previously the Vice Chairman of U.S. Bancorp Payment Services and Chairman of Elavon (formerly NOVA Information Systems, Inc.), a wholly-owned subsidiary of U.S. Bancorp, a position she held from 2004 until June 2015. Ms. Joseph serves on the board of directors of Paychex, Inc., a payroll provider, and also serves on its Governance and Compensation Committee. Ms. Joseph also serves on the board of directors of Adyen, N.V., a Netherlands-based payment processor, and the board of directors of Clearent. Ms. Joseph served on the Boardboard of Directorsdirectors of TSYS from May 2016 to September 2017 and on the Board of Directors of Paychex, Inc. from 2005 until March 2017, also serving as a member of the Audit and Executive Committees.2017. Ms. Joseph served as a director of Centene Corporation from September 2007 to April 2016.

Ms. Joseph holds a B.S. from the University of Illinois at Urbana-Champaign.

Qualification Highlights

Siddharth N. (Bobby) Mehta is the former President and Chief Executive OfficerCEO of TransUnion. He joined the Company in August 2007 and served as the President and Chief Executive OfficerCEO until December 31, 2012. From May 2007 through July 2007, he was a consultant to our Board of Directors. From 1998 through February 2007, he held a variety of positions with HSBC Finance Corporation and HSBC North America Holdings, Inc., including Chairman and Chief Executive Officer of HSBC Finance Corporation. He has served on the board of directors of Jones Lang LaSalle Incorporated since July 2019, the board of directors of Northern Trust Corporation since January 2019 and the board of directors of The Allstate Corporation since 2014 and the board of Piramal Enterprises Limited since 2013.2014. Mr. Mehta also serves on the boards of DataCard Group, The Chicago Public Education Fund, The Field Museum, the Myelin Repair Foundation The Lab School and Avant,Amount LLC.

Mr. Mehta holds a B.S. from London School of Economics and an M.B.A. from the University of Chicago.

Qualification Highlights

Thomas L. Monahan, III served as Chairman and Chief Executive Officer of CEB, Inc. (formerly NYSE: CEB) until April 2017. CEB is a research and analytics firm which provides data and insights to help people work more effectively. In his 21 years at CEB, Mr. Monahan led significant global growth and digitization of product delivery. Mr. Monahan has served as a Managing Partner at Norton Street Capital since April 2017. Previously, he worked at Deloitte and Andersen Consulting. He is former member of the CEB board and has served as a member of the board of Convergys Corporation (NYSE:CVG) since 2008. Mr. Monahan is also currently a board member of the Peace Tech Lab and the Maret School.Industry

Mr. Monahan holds a B.A. from Harvard University and an M.B.A. from New York University.

Leo F. Mullin, 75		Chairman of the Board since February 2015; Director since June 2012
		Retired CEO of Delta Airlines

Qualification Highlights

Leo F. Mullin served as a Senior Advisor, on a part-time basis, to Goldman Sachs Capital Partners (“GSCP”), including board service on companies in which GSCP has invested, from 2004 through September 2015. Mr. Mullin retired from Delta Airlines in April 2004, after having served as Chief Executive Officer of Delta since August 1997 and Chairman since January 2004. Mr. Mullin was Vice Chairman of Unicom Corporation and its principal subsidiary, Commonwealth Edison Company, from 1995 to 1997. He was an executive of First Chicago Corporation, the nation’s tenth largest bank, from 1981 to 1995, serving as that company’s President and Chief Operating Officer from 1993 to 1995, and as Chairman and Chief Executive Officer of American National Bank, a subsidiary of First Chicago Corporation, from 1991 to 1993. He has also served as a senior vice president at Conrail for five years, and as a consultant with McKinsey and Company for nine years, the last three years as a partner. Mr. Mullin previously served as director of Johnson & Johnson from 1999 to April 2015 and Educational Management Corporation from 2006 to 2015, and has served as a director of Chubb Limited since 2007.Organizational Transformation

Mr. Mullin holds an A.B. from Harvard College, an M.S. from Harvard Graduate School of Arts & Sciences and an M.B.A. from Harvard Business School.

Qualification Highlights

James M. Peck joined the Company in December 2012 as President and Chief Executive Officer. Mr. Peck has more than 20 years of information management, global product development and engineering experience. He has led TransUnion through a transformation into a higher-growth, higher-margin business by setting and executing a strong strategy focused on enhancing the Company’s data, technology and analytics capabilities and achieving growth in key industry verticals and international markets. Prior to TransUnion, Mr. Peck was with Reed Elsevier, a FTSE 100 company, where he served as CEO of the LexisNexis Risk Solutions business from 2004-2012. Prior to 2004, Mr. Peck was the Senior Vice President and Chief Product Officer for the LexisNexis group. Previously, Mr. Peck was the Senior Vice President of Product Development with Celera Genomics, abio-technology firm that sequenced the human genome. Prior to that, he spent a decade at LexisNexis in engineering and executive roles to manage and build information solutions. He also serves on the board of the Museum of Science and Industry, Chicago.

Mr. Peck holds a bachelor’s degree from the University of Dayton and an M.B.A. from The Ohio State University.

Andrew Prozes, 72		Director since January 2014
		Executive Chairman, Scribestar

Qualification Highlights

Andrew Prozeshas served as Executive Chairman of Scribestar Limited since 2012. He has served as a director of Cott Corporation sincefrom 2005 until May 2018 and currently chairschaired its Human Resources and Compensation Committee. He currently serves on the board of directors of Corporate Risk Holdings, EthocaScribestar Limited, Fiizy, Payfone, Neoway, nanopay and Synaptive Limited, and a number of other privatefor-profit andnot-for-profit boards. Mr. Prozes served as the Chief Executive Officer of LexisNexis and on the board of directors of Reed Elsevier PLC from 2000 until December 2010. Prior to joining Reed Elsevier, Mr. Prozes served as Executive Vice President and Chief Operating Officer of West Group, part of the Thomson Reuters Corporation, from 1997 to 2000. From 1988 to 1996, he served as President of Southam’s City Newspapers and was responsible for thirteen daily newspapers and Southam’s business information. Mr. Prozes is a past Chairman of The U.S. Information Industry Association and has served on the boards of the Information Technology Association of Canada and the Canadian Newspaper Association. He is also a board member of the National Executive Services Corporation and a board trustee of Freedom House in Washington, D.C.

Mr. Prozes holds a B.A. from the University of Waterloo and an M.B.A. from York University.

Board Committees

The standing committees of our Board of Directors consist of an Audit and Compliance Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, a Technology, Privacy and Cybersecurity Committee and an Executive Committee. The Board has adopted written charters for each of its committees, which can be found on our Investor Relations website,www.transunion.com/tru, on the “Leadership and Governance” page.Listedpage. Listed below are the members of each of the fourfive standing committees as of March 12, 2018.13, 2020.

I = Independent

I = Independent

I = Independent

I = Independent

Meetings and Meeting Attendance

Code of Business Conduct

We have adopted a Code of Business Conduct that applies to all directors, officers and employees. You can find our Code of Business Conduct on our Investor Relations website,www.transunion.com/tru, on the “Leadership and Governance” page, and a copy of the Code of Business Conduct may also be obtained free of charge upon a request directed to TransUnion, 555 West Adams Street, Chicago, Illinois 60661, Attn: Corporate Secretary.

Related Person Transactions

Our Board of Directors has adopted a written Related Person Transaction Policy, which provides that any “Related Person Transaction” must be reviewed and approved or ratified in accordance with specified procedures. The term “Related Person Transaction” includes any transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships, in which (1) the aggregate dollar amount involved exceeds $120,000 in any fiscal year, (2) the Company is, or is proposed to be, a participant, and (3) any person who is or was (since the beginning of the last fiscal year) a director, a nominee for director, an executive officer or a beneficial owner of more than five percent of any class of our voting securities, or a member of the immediate family of any such person, had, has or will have a direct or indirect interest (other than solely as a result of being a director or being less than a 10 percent beneficial owner of another entity).

Our policy requires each director, nominee and executive officer to notify the General CounselChief Legal Officer in writing of any Related Person Transaction in which the director, nominee, executive officer or an immediate family member has or will have an interest and to provide specified details of the transaction. The General CounselChief Legal Officer will deliver a copy of the notice to the Audit and Compliance Committee, who will then review the material facts of each proposed Related Person Transaction and approve, ratify or disapprove the transaction.

The vote of a majority of disinterested members of the Audit and Compliance Committee is required for the approval or ratification of any Related Person Transaction. The Audit and Compliance Committee may approve or ratify a Related Person Transaction if the Audit and Compliance Committee determines, in its business judgment, based on the review of all available information, that the transaction is fair and reasonable to the Company, that there is a business or corporate interest supporting the Related Person Transaction, and that the Related Person Transaction is in the best interests of the Company.

In making this determination, the Audit and Compliance Committee will consider, among other things:

AmendedAssociated Organizations of Directors and Restated Major Stockholders’ AgreementExecutive Officers

On June 23, 2015, we entered into the Amended and Restated Major Stockholders’ Agreement with Advent-TransUnion Acquisition Limited Partnership (the “Advent Investor”) and investment funds affiliated with The Goldman Sachs Group, Inc. (collectively, the “GS Investors”). The Amended and Restated Major Stockholders’ Agreement provided that each of the Advent Investor and the GS Investors originally had the right to designate two directors to our Board of Directors, unless and until such investor transferred a specified percentage of its initial ownership interest in the Company, measured as of the date of our IPO. The Amended and Restated Major Stockholders’ Agreement provides that (a) if the investor transfers more than 75% of its initial ownership interest (measured as of the IPO), such investor may only designate one director and the second investor director designee must resign immediately and (b) if such investor transfers more than 90% of its initial ownership interest (measured as of the IPO), such investor’s director designee or designees, as the case may be, must resign immediately, and such investor would no longer have any right to designate any directors to our Board.

Following our secondary offering in May 2017, the Advent Investor fell below the threshold described in (a) above and as a result, one of its director designees, Steven M. Tadler, resigned from our Board of Directors. Pursuant to the terms of the Amended and Restated Major Stockholders’ Agreement, following our secondary offering in August 2017, the Advent Investor’s other director designee, Christopher Egan, would have been required to tender his resignation from our Board. However, our Board waived the requirement for Mr. Egan’s resignation. Mr. Egan will serve until his term expires at the Annual Meeting and will not stand for re-election at the Annual Meeting. Following our secondary offering in MarchDuring 2018, the GS Investors fell below the threshold described in (b) above and as a result, their only remaining director designee, Sumit Rajpal, resigned from our Board of Directors, effective on March 8, 2018.

Registration Rights Agreement

We are parties to a registration rights agreement with certain affiliates of the GS Investors and the Advent Investor and certain members of management. The registration rights agreement provided the GS Investors and the Advent Investor an unlimited number of “demand” registrations, which required us to register shares of our common stock under the Securities Act of 1933, as amended (the “Securities Act”), held by the GS Investors and the Advent Investor and, if requested, to maintain an effective shelf-registration statement with respect to such shares. Because neither the GS Investors nor the Advent Investor hold any shares of our common stock, they no longer have the ability to initiate a “demand” registration.

Data and Data Services

In 2017, we entered into a seriesthree-year contract with BMC Software Inc. (“BMC”) to provide us with ITSM SAAS (IT service management, software as a service) after a competitive bidding process. Mr. Robert Beauchamp, who served as a director from June 20, 2018 until his resignation on April 2, 2019, served as the chairman of transactions with affiliates of GSBMC’s board until October 12, 2018 (and his since been reappointed to license data and provide data services that we offer to all of our business customers. In connection with these transactions, we received aggregate fees of approximately $5.0 million in 2017. These transactions were approved by the Audit and Compliance Committee pursuant to our Related Person Transaction Policy.

Debt and Hedge Activities

As of December 31, 2017, interest accrued on our debt and hedge owed to related parties was less than $0.1 million. As of December 31, 2017, we owed approximately $57.1 million under our Term Loan A to affiliates of GS. As of December 31, 2017, we owed $12.0 million under our senior secured revolving line of credit to affiliates of GS. As of December 31, 2017, the GS proportion of the fair value of the cap was an asset of $2.4 million. For the year ended December 31, 2017,such position). During 2018, we paid affiliates$2.8 million for services provided by BMC. Given that the services provided by BMC are easily obtainable/replaceable from a number of GS $6.4 million of interest expensethird parties and fees relatedthe services are for our internal use and not used to debt and hedge instruments.generate revenue, the services are not considered to be qualitatively significant or material to TransUnion.

Compensation Committee Interlocks and Insider Participation

Messrs. Prozes (Chair)(Chairperson), Monahan Mullin, Rajpal and TadlerMullin were members of the Compensation Committee during 2017.2019. None of these individuals is or has been an officer or employee of the Company or is serving or has served as a member of the compensation committee of another entity that has an executive officer serving on our Compensation Committee. None of our executive officers servedserves on the board of directors or as a director or onmember of the Compensation Committeecompensation committee of another entity that hadat which a member of our Compensation Committee or Board of Directors serves as an executive officer serving as a director or on our Compensation Committee. We are parties to certain transactions with the GS Investors and the Advent Investor described above under “Related Person Transactions.”officer.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 12, 2018,13, 2020, by:

The information below is based on a total of 183,878,470189,784,879 shares of our common stock outstanding as of March 12, 2018.13, 2020.

To our knowledge, unless otherwise disclosed in the footnotes to this table, and subject to applicable community property laws, we believe that the persons named in the table have sole voting and investment power with respect to their beneficially owned common stock.

Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof, or has the right to acquire such powers within 60 days. Common stock subject to options that are currently exercisable or exercisable within 60 days of March 12, 2018,13, 2020, are deemed to be outstanding for calculating the percentage ownership of the person holding the options, but are not deemed outstanding for the purposes of calculating the percentage ownership of any other person. Unless otherwise indicated in the table or footnotes below, the address for each beneficial owner is c/o TransUnion, 555 West Adams Street, Chicago, Illinois 60661.

 *Less* Less than 1%.

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

Section 16(a) of the Exchange Act and the rules of the SEC require our directors, executive officers and persons who own more than 10% of our common stock to file reports of their ownership and changes in ownership of our common stock with the SEC. As a practical matter, we assist our directors and officers by monitoring transactions and completing and filing Section 16 reports on their behalf. Based solely on our review of the reports filed during 20172019 and related written representations, we determined that no director, executive officer, or beneficial owner of more than 10% of our common stock failed to file a report on a timely basis during 2017,2019, except for three late Form 4 filings filed by the Company on behalf of George M. Awad, John W. Blenke, Siddharth N. (Bobby) Mehta and David M. Neenan to report the sale of shares of our common stock made pursuant to a Rule10b5-1 trading plan on April 26, July 26 and October 25, 2019.

AMENDMENTS TO OUR SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

(PROPOSALS 1 THROUGH 4)

The Board has unanimously approved, and recommends to the stockholders that they adopt, amendments to our second amended and restated certificate of incorporation (our “Charter”) to:

Background of Charter Amendments

Since we completed our IPO, there have been many changes to our stockholder base. Specifically, when we completed our IPO in 2015, the Sponsors collectively owned more than 81% of the outstanding shares of our common stock. At the time of our IPO, there were numerous items in our Charter that reflected those ownership positions.

As of March 8, 2018, the Sponsors no longer beneficially owned any shares of our common stock. Therefore, we have reviewed our Charter to determine what revisions are advisable due to these changes in our stockholder base. During this review, we also analyzed recent corporate governance trends and considered what other modifications were advisable.

Separate Proposals

Although each of these proposals has come about based on a review of our Charter due to changes in our stockholder base and our review of recent corporate governance trends, we are submitting these amendments to the stockholders as separate proposals so that our stockholders are able to express their views on each amendment separately. None of the proposals is conditioned on the approval of any other proposal. Our Charter provides that the affirmative vote of66-2/3% of the outstanding shares entitled to vote is required to amend our Charter to implement each of the proposals.

Corresponding Changes to our Bylaws

As part of our review of our Charter and corporate governance trends, we also reviewed our amended and restated bylaws and identified the corresponding provisions of our bylaws that would be revised assuming that the proposals in this proxy statement are approved by our stockholders. Even though our Board has the right to amend our bylaws without the need to seek stockholder approval, our Board has determined that, to the extent that our stockholders do not approve a secondary offering completed on August 4, 2017.

The changes proposed to be made to our amended and restated bylaws are as follows:

PROPOSAL 1: AMEND OUR CHARTER TO ELIMINATE THE CLASSIFIED BOARD STRUCTURE

Our Charter provides that the Board is divided into three classes, with each class of directors elected every three years. On the recommendation of the Nominating and Corporate Governance Committee, the Board has approved, and recommends that the stockholders approve, amendments to our Charter (the “Declassification Amendment”) to eliminate the classified board structure in order to provide for the annual election of all directors.

Background of Declassification Amendment

In addition to the changes in our ownership structure over the past several years, as part of its ongoing review of corporate governance matters, the Board, assisted by the Nominating and Corporate Governance Committee, considered the advantages and disadvantages of maintaining the classified board structure.

The Board recognizes the potential advantages of declassification, including the ability of stockholders to evaluate directors annually. The Board also recognizes the growing sentiment among stockholders and the investment community in favor of annual elections.

The Board also considered benefits of retaining the classified board structure, which has a long history in corporate law. A classified structure may provide continuity and stability in the management of the business and affairs of a company because a majority of directors always has prior experience as directors of the company. In some circumstances, classified boards may enhance stockholder value by forcing an entity seeking control of the company to initiate discussions atarm’s-length with the board of the company, because the entity cannot replace the entire board in a single election.

The Board considered that even without a classified board (and without the supermajority voting requirements, discussed below, which the Board also recommends eliminating), the Company has defenses that work together to discourage awould-be acquirer from proceeding with a proposal that undervalues the Company and to assist the Board in responding to such proposals. These defenses include other provisions of our Charter and bylaws as well as certain provisions of the General Corporation Law of the State of Delaware (the “DGCL”).

In addition, the DGCL provides that a director who serves on a classified board of directors may only be removed by stockholders “for cause.” The Declassification Amendment would permit stockholders to remove directors elected forone-year terms with or without cause. Directors in a class that is serving out the remainder of a three-year term would continue to be removable only for cause.

After carefully weighing these and other factors, including that the number of companies with classified boards continues to decline, the Board has determined that is it is in the best interests of the Company and our stockholders to declassify the Board and recommends that the stockholders approve the Declassification Amendment.

Effect of Declassification Amendment; Phased Declassification

Under the Declassification Amendment, director nominees standing for election at each annual meeting of stockholders, commencing with the Annual Meeting, will be elected for aone-year term expiring at the next annual meeting of stockholders or until their successors are duly elected and qualified in accordance with our bylaws. The Declassification Amendment will not shorten the term of any current director. If the Declassification Amendment is approved by our stockholders by the requisite vote at the Annual Meeting, then the amendment will become effective upon the filing of the Declassification Amendment with the office of the Secretary of State of the State of Delaware. We intend to file the Declassification Amendment during the Annual Meeting, immediately after the requisite vote for Proposal 1 is obtained.

As mentioned above, if the Declassification Amendment is approved by the Company’s stockholders, the classification of the Board will be phased out over the next three annual meetings of stockholders, such that:

Any vacancy on the Board occurring after the Annual Meeting that is created by an increase in the number of directors and any vacancy created by death, resignation, retirement, disqualification, removal or other cause, shall be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director (and not by the stockholders). Any director elected to fill a vacancy resulting from the death, resignation, retirement, disqualification or removal from office of a director shall hold office for the remaining term of his or her predecessor.

As noted above, if the Declassification Amendment is approved, beginning at the 2022 annual meeting, directors may be removed with or without cause, by the affirmative vote of a majority in voting power of all outstanding shares of stock entitled to vote on such matter.

Amendment

Article VI of our Charter contains the provisions that will be affected if this proposal is adopted. This article, set forth inAppendix A to this proxy statement, shows the proposed changes, with deletions indicated by strike-outs and additions indicated by underlining. If Proposal 1 is approved, the Company intends to file the Declassification Amendment with the Secretary of State of the State of Delaware during the Annual Meeting, immediately after the requisite approval is received. Such amendment will be effective at the time of filing. The Board has also adopted conforming amendments to our bylaws, to be effective immediately upon the effectiveness of the amendments to the Charter (if the Declassification Amendment is approved). If the Declassification Amendment is not approved by the stockholders by the requisite vote at the Annual Meeting, we will continue to have a classified board as currently provided by the Charter.

A copy of the Third Amended and Restated Certificate of Incorporation giving effect to this proposal and the other proposals recommended in this proxy statement (assuming all such proposals are approved) is attached to this proxy statement asAppendix E.

Vote Required

The affirmative vote of the holders of at least66-2/3% of the voting power of all of the outstanding shares of our common stock is required to approve Proposal 1. Abstentions andbroker non-votes, if any, have the same effect as votes against this proposal.

The Board of Directors recommends a vote “FOR” the declassification of the Board over the next three years such that directors will stand for election on an annual basis beginning with the 2022 Annual Meeting of Stockholders.

PROPOSAL 2: AMEND OUR CHARTER AND BYLAWS TO REMOVE SUPERMAJORITY VOTING STANDARDS

Our Charter and bylaws currently require the approval of the holders of66-2/3% of our outstanding stock for certain fundamental changes to our corporate governance. We are seeking stockholder approval to amend our Charter to eliminate the supermajority voting provisions from the Charter and to replace such provisions with a majority voting standard (the “Majority Amendment”). As discussed further below, the Charter currently requiresa two-thirds supermajority vote for stockholders to amend the Company’s governance documents—our bylaws and certain provisions in our Charter (see Proposal 2(a)) and to remove directors from office (see Proposal 2(b)). In light of the differing nature of the provisions affected, this matter is presented as two separate voting items. Approval of either of Proposal 2(a) or Proposal 2(b) is not conditioned upon approval of the other.

Background and Effect of the Majority Amendment

In addition to our ownership changes following the IPO, the Majority Amendment is a result of the Board’s ongoing review of our corporate governance principles. In developing the Majority Amendment, the Board (including all members of the Nominating and Corporate Governance Committee) carefully considered the implications of amending our Charter to eliminate supermajority voting provisions.

The Board recognizes that supermajority voting requirements are intended to protect against self-interested action on the part of large stockholders by requiring broad stockholder support for certain types of governance changes. The Majority Amendment may make it easier for one or more stockholders to remove directors or effect other corporate governance changes in the future and may make it more difficult for the Board to protect stockholders’ interests if presented with an acquisition proposal that undervalues the Company. Nevertheless, the Board also recognizes that many investors and others now view supermajority voting provisions as unduly limiting the Boards’ accountability to stockholders, as well as limiting stockholder participation in our corporate governance. In this regard, as of August 2019, less than 50% of Russell 1000 companies had supermajority voting provisions in their governing documents to amend such governing documents and less than 25% had supermajority voting requirements to remove directors.

After consulting with management and outside advisors, and reviewing stockholder feedback, the Board believes that the Majority Amendment is in the best interest of the Company and our stockholders.

Proposal 2(a): Eliminate Supermajority Voting Provisions to Amend Our Governance Documents

Our Charter currently states that stockholders can alter, amend or repeal the bylaws only if that action is approved by at leasta two-thirds supermajority vote (see Article V B. of the Charter). This Proposal 2(a) proposes to amend this provision by replacing the referenceto “sixty-six and two-thirds percent (66-2/3%)” with a provision stating that the bylaws shall be amended in accordance with the DGCL, which imposes a majority voting standard. As a result, stockholders would be able to amend the bylaws by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class.

Likewise, Article V of our Charter currently requiresa two-thirds supermajority vote to amend or repeal, or adopt a provision inconsistent with, the provisions in the Charter relating to:

This Proposal 2(a) proposes to delete the supermajority voting requirement for amending these provisions. As a result, if approved and implemented, the standard for stockholder approval of any future amendments to the Charter, including with respect to any of these provisions, would be by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, which is the default voting standard under the DGCL.

Proposal 2(b): Eliminate Supermajority Voting Provision to Remove Directors

The Charter currently states that at any time when our Sponsors own, in the aggregate, less than 50% in voting power of all outstanding shares of stock entitled to vote, stockholders have the ability to remove a director from office only if that action is approved by a vote of at least atwo-thirds supermajority (see Article VI.C of the Charter). This Proposal 2(b) proposes to amend this provision by removing the reference to“sixty-six andtwo-thirds percent(66-2/3%)” so that the stockholders will be entitled to remove a director by the affirmative vote of a majority in voting power of all outstanding shares of capital stock entitled to vote on such matter. As a result, if approved and implemented, stockholders would be able to remove any director from office by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of capital stock entitled to vote on the matter, voting together as a single class, which is the default voting standard under the DGCL.

Related Changes to the Bylaws

In connection with the Majority Amendment, the Board has approved conforming amendments to the bylaws, contingent upon stockholder approval and implementation of the related portion of the Majority Amendment. Specifically, the Board has approved amendments to the bylaws to replacethe two-thirds supermajority voting provision to amend the bylaws set forth in Section 9.01.

Amendment

The text of the Majority Amendment is attached as Appendix B to this proxy statement. In addition, the text of the related amendments to the bylaws is attached as Appendix C to this proxy statement. Additions to the Charter and the bylaws are indicated by underlining and deletions to the Charter and the bylaws are indicated by strikeouts.

If either Proposal 2(a) or Proposal 2(b) is approved, the Company intends to file an amendment to the Charter with the Secretary of State of the State of Delaware promptly following the Annual Meeting, which amendment will become effective at the time of that filing. If neither Proposal 2(a) nor Proposal 2(b) is approved by the requisite vote, then an amendment to the Charter will not be filed with the Secretary of State of the State of Delaware, the bylaw amendments will not become effective, and the supermajority voting provisions in both the Charter and bylaws will remain in place.

A copy of the Third Amended and Restated Certificate of Incorporation giving effect to this proposal and the other proposals recommended in this proxy statement (assuming all such proposals are approved) is attached to this proxy statement asAppendix E.

Vote Required

Under the existing supermajority voting provisions set forth in the Charter, the affirmative vote of the holders of at least66-2/3% of the voting power of all of the outstanding shares of our common stock is required to approve Proposal 2(a) and Proposal 2(b). Abstentions andbroker non-votes, if any, have the same effect as votes against these proposals.

The Board of Directors recommends a vote “FOR” the approval of each of the amendments set forth in Proposal 2(a) and 2(b) to remove the supermajority voting standards contained in the Charter and bylaws.

PROPOSAL 3: AMEND OUR CHARTER TO REMOVE THE CORPORATE OPPORTUNITY WAIVER

Background of the Corporate Opportunity Amendment

The “corporate opportunity” doctrine provides that directors and officers of a corporation, as part of their duty of loyalty to the corporation and its stockholders, generally have a fiduciary duty to disclose opportunities to the corporation that are related to its business and are prohibited from pursuing those opportunities unless the corporation determines that it is not going to pursue them. Section 122(17) of the DGCL expressly permits Delaware corporations, such as the Company, to renounce any interest or expectancy of the corporation in certain business opportunities. Article IX of our Charter currently provides that certain business opportunities are not subject to the “corporate opportunity” doctrine, and that to the maximum extent permitted under the DGCL, the Company renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for the Sponsors, members of the Board who are not employees of the Company, or any of their respective affiliates.

Our Board believes the provisions contained in Article IX of our Charter were appropriate when the Sponsors owned shares of our common stock. The Sponsors and their affiliates invest in a wide array of companies, including companies with businesses similar to or competitive with the Company, and without such assurances, the Sponsors would have been unwilling or unable to invest in the Company. As of March 8, 2018, the Sponsors no longer beneficially owned any shares of our common stock and, as a result, our Board believes these provisions are no longer appropriate. As such, the Board recommends that Article IX be eliminated from the Charter to remove the corporate opportunity waiver (the “Corporate Opportunity Amendment”).

Amendment

If approved, the Corporate Opportunity Amendment would amend our Charter by deleting Article IX in its entirety. If our stockholders approve this Proposal 3, the Company will file the Corporate Opportunity Amendment with the Secretary of State of the State of Delaware promptly after the Annual Meeting, and the amendment will become effective upon filing. If stockholders do not approve this Proposal 3, we will not file the Corporate Opportunity Amendment and our Charter will continue in its current form, subject to amendments required to give effect to any of the other proposals that are approved.

A copy of the Third Amended and Restated Certificate of Incorporation giving effect to this proposal and the other proposals recommended in this proxy statement (assuming all such proposals are approved) is attached to this proxy statement asAppendix E.

Vote Required

The affirmative vote of the holders of at least66-2/3% of the voting power of all of the outstanding shares of our common stock is required to approval Proposal 3. Abstentions andbroker non-votes, if any, have the same effect as a vote against this proposal.

The Board of Directors recommends a vote “FOR” the approval of Proposal 3 and the removal of the corporate opportunities waiver provisions from our Charter.

PROPOSAL 4: AMEND OUR CHARTER TO DELETE VARIOUS CHARTER PROVISIONS RELATED TO OUR FORMER SPONSORS THAT ARE NO LONGER APPLICABLE

Background

Our Charter currently contains several provisions related to Advent, GS, and their respective affiliates. These provisions:

These provisions, which we refer to as the “Sponsor Amendment,” detail certain rights, privileges and protections of the Sponsors, are no longer applicable since as of March 8, 2018, the Sponsors no longer beneficially own the number of shares of our common stock required by these provisions. In addition, our Board believes the current provisions related to the Sponsors are potentially confusing and should be removed.

Amendment

If approved, the Sponsor Amendment would amend our Charter as follows:

The text of the Sponsor Amendment is attached as Appendix D to this proxy statement. Additions to the Charter are indicated by underlining and deletions to the Charter are indicated by strikeouts.

If stockholders approve this Proposal 4, the Company will file the Sponsor Amendment incorporating the approved changes with the Secretary of State of the State of Delaware promptly after the Annual Meeting, and the Sponsor Amendment will become effective upon filing. If stockholders do not approve this proposal, we will not file the Sponsor Amendment and our Charter will continue in its current form, subject to amendments required to give effect to any of the other proposals that are approved.

A copy of the Third Amended and Restated Certificate of Incorporation giving effect to this proposal and the other proposals recommended in this proxy statement (assuming all such proposals are approved) is attached to this proxy statement asAppendix E.

Vote Required

The affirmative vote of the holders of at least66-2/3% of the voting power of all of the outstanding shares of our common stock is required to approve Proposal 4. Abstentions andbroker non-votes, if any, have the same effect as a vote against this proposal.

The Board of Directors recommends a vote “FOR” the approval of Proposal 4 and the deletion of various Charter provisions related to our former Sponsors that are no longer applicable.

PROPOSAL 5: ELECTION OF DIRECTORS

Upon the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated the twothree people named below for election as Class IIIII directors at our Annual Meeting. Mr. Egan, also a Class III director, will not stand forre-election at the Annual Meeting. Each of the nominees for director has agreed to be named in this proxy statement and to serve as a director if elected. Each nominee, if

Nominees:

Suzanne P. Clark

Kermit R. Crawford

Thomas L. Monahan, III

If Proposal 1 is approved by our stockholders,upon the filing of the Declassification Amendment set forth onAppendix A attached hereto, the classification of the Board will be phased out over the next three annual meetings of stockholders as described in Proposal 1, such that at the (a) Annual Meeting, each of the directors in Class II will be elected will serve asto hold office for a director until ourterm of one year, (b) 2021 Annual Meeting of Stockholders, each of the directors in Class II and Class III will be elected to hold office for a term of one year, and (c) 2022 Annual Meeting of Stockholders, each of the directors in Class I, Class II and Class III will be elected to hold office for a term of one year, and thereafter the classification of the Board will terminate in its entirety, and if elected, each of the Class II director nominees will serve a term of one year on our Board, until hisour 2021 annual meeting of stockholders or her successor has beenuntil their successors are duly elected and qualified in accordance with our bylaws.

If Proposal 1 is not approved by our stockholders, and if elected, each of the Class II director nominees will serve a term of three years on our Board, until our 2023 Annual Meeting of Stockholders or until his or her earlier death, resignation or removal.their successors are duly elected and qualified in accordance with our bylaws.

Nominees:

Pamela A. Joseph

James M. Peck

Directors will be elected byThe affirmative vote of a pluralitymajority of votes (meaning the votesnumber of shares voted “for” a nominee must exceed the number of shares of our common stock presentvoted “against” such nominee) cast in person or represented by proxy at the 2018 Annual Meeting of Stockholders and entitled to vote onat the electionAnnual Meeting will elect each of directors, which means that the twothree nominees receiving the highest number of affirmative votes will be elected. Proxies cannot be votedas Class II directors. If any nominee for director receives a greater number of votes “against” his or her election than votes “for” such election, our Corporate Governance Guidelines provide that such person shall tender to the two nominees named in this proxy statement.Board his or her resignation as a director. Unless instructions to the contrary are given, all properly delivered proxies will be voted for“FOR” the election of these twothree nominees as directors.

In the event that any nominee for any reason is unable to serve, or for good cause will not serve, the proxies will be voted for such substitute nominee as our Board may determine. We are not aware of any nominee who will be unable to serve, or for good cause will not serve, as a director.

The relevant experiences, qualifications, attributes or skills of each nominee that led our Board to recommend the above persons as a nominee for director are described in the section entitled “Background and Experience of Directors.”

The Board of Directors recommends a vote “FOR” each of the foregoing nominees to serve as a Class IIIII director.

Director Compensation

The following tables discusstable discusses the compensation earned by our independent,non-employeedirectors in 2017 who2019. All of our currentnon-employee directors are independent. Mr. Cartwright, our President and CEO, and Mr. Peck, our former President and CEO, are not employed by TransUnion, orincluded in the GS Investors, the Advent Investor, or any of their respective affiliates (each, an “unaffiliated director”). The unaffiliated directors are Messrs. Awad, Mehta, Monahan, Mullin and Prozes and Mses. Clark and Joseph. Messrs. Egan, Tadler and Rajpal were not considered unaffiliated directors during 2017table below because of their relationships with the Advent Investor and the GS Investors, which held significant interests in TransUnion during 2017, and, accordingly, they did not receive any additional compensation for their service on the Board in 2017.of Directors. Mr. Peck our President and Chief Executive Officer, is not included in the table below because he does not receive any additional compensation for his serviceserved on the Board of Directors. Mr.until his resignation on February 29, 2020. Messrs. Cartwright’s and Peck’s 20172019 compensation is presented in the Summary Compensation Table found on page 45.78.

The Compensation Committee annually reviewsnon-employee director compensation with its independent compensation consultant, FW Cook, to confirm that pay is aligned with the market and that of our comparator companies used for executive compensation benchmarking, but is not excessive.

After its annual compensation review in May 2019, the Compensation Committee recommended and the Board of Directors approved the following: a $10,000 increase in the Board of Directors annual retainer (from $85,000 to $95,000); a $15,000 increase in the annual Board Chairperson fee (from $100,000 to $115,000); and a $20,000 increase in the annual target restricted stock grant value (from $150,000 to $170,000). The Compensation Committee recommended and the Board of Directors also approved the compensation for the newly formed Technology, Privacy and Cybersecurity Committee with an annual Committee Chair fee of $20,000 and an annual Committee Member fee of $10,000. The retainer and fee increases were effective on July 1, 2019 and the restricted stock grant increase was effective beginning with the May 2019 grant.

Overall, in 2019, our independent,non-employee directors were eligible for the annualized compensation amounts described below, andwhich are inclusive of the increases described above. The independent directors are paid on a quarterly basis for their service on our Board of Directors and Committees:

Board of Directors’ Annual Retainer		$	95,000
Board Chair Fee		$	115,000
Audit and Compliance Committee Chair Fee		$	30,000
Compensation Committee Chair Fee		$	25,000
Nominating and Corporate Governance Committee Chair Fee		$	20,000
Technology, Privacy and Cybersecurity Committee Chair Fee		$	20,000
Committee Member Fees		$	10,000

In addition, in 2017,2019, our unaffiliatedindependent directors received restricted stock grants with a target grant value of $150,000$170,000 under our 2015 Omnibus Incentive Plan, which vest on theone-year anniversary of the grant date. The restricted stock grants provide the directors with the same rights as stockholders generally, including the right to receive dividends paid on our common stock.

The total compensation paid to our unaffiliatedindependent directors in 20172019 is shown in the table below.below and reflects the increases described above. The annual retainer and applicable fees are prorated for Ms. ClarkMr. Crawford, who was appointed on June 14, 2019, and Mr. Monahan,Beauchamp, who were appointed to our Board of Directors on June 12, 2017.resigned effective April 2, 2019.

Non-Employee Director Compensation Table – 2019

Stock Ownership Requirements

We maintain a formal stock ownership policy requiring all unaffiliatedindependent,non-employee directors to hold TransUnion common stock, which includes unvested restricted stock, in an amount equal to five times the Board of Directors’ annual Board retainer. To attain the desired multiple, each director must retain 75% of theafter-tax value of his or her shares received pursuant to any equity grant after January 1, 2016, until such multiple is achieved. Each director has five years from the date of his or her appointment to comply.

All applicable directors have met their stock ownership requirements, as of December 31, 2017, except for Ms. ClarkMessrs. Fradin and Mr. Monahan,Crawford who have five years fromwere recently appointed to the dateBoard of their appointment on June 12, 2017 to attain the required ownership.Directors in 2018 and 2019, respectively.

Non-Employee Director Compensation Table – 2017

Business Expenses

The independent directors are reimbursed for their business expenses related to their attendance at our meetings, including room, meals and transportation to and from Board and committee meetings. On rare occasions, a director’s spouse may accompany a director when traveling on TransUnion business.

Director and Officer Liability (or D&O) Insurance

D&O insurance insures our individual directors and officers against certain losses that they are legally required to bear as a result of their actions while performing duties on our behalf. Our D&O insurance policy does not break out the premium for directors versus officers and, therefore, a dollar amount cannot be assigned to the coverage provided for individual directors.

PROPOSAL 2:6: APPROVAL OF TRANSUNION AMENDED AND RESTATED 2015 OMNIBUS INCENTIVE PLAN

At a Special Meeting of Stockholders held on June 18, 2015, our stockholders approved our existing 2015 Omnibus Incentive Plan, which we refer to as our 2015 Plan. The Board of Directors believes that it is advisable to amend our 2015 Plan in order to increase the shares of our common stock available for issuance by an additional 7 million shares, to extend the term of the 2015 Plan to the tenth anniversary of the adoption of the Amended 2015 Plan (as defined below) and to make certain additional clarifying and administrative updates to the 2015 Plan, including technical amendments to reflect recent changes to Section 162(m) of the Internal Revenue Code (the “Code”), which we refer to as Section 162(m). These changes will be incorporated in the Amended and Restated 2015 Omnibus Incentive Plan (the “Amended 2015 Plan”). The Board approved, subject to stockholder approval, the Amended 2015 Plan on February 27, 2020 following the recommendation of the Compensation Committee and recommends that stockholders approve the Amended 2015 Plan. If our stockholders do not approve the Amended 2015 Plan, the 2015 Plan will remain in effect in its current form.

In accordance with SEC disclosure requirements, the following is a description of the material features of the Amended 2015 Plan. The Amended 2015 Plan is set forth in its entirety asAppendix F to this proxy statement. The following description and summary are qualified in their entirety by reference toAppendix F.

Material Changes to the 2015 Plan

In connection with this approval, the Board has recommended that the 2015 Plan be amended in the following respects, and to reflect such amendments in the new Amended 2015 Plan document:

As of February 28, 2020, 1,228,551 shares of common stock remained available for issuance of future awards under the 2015 Plan. As of February 28, 2020, 2,364,763 full value awards remain outstanding under the 2015 Plan and 1,291,200 stock options remain outstanding under the frozen TransUnion Holding Company, Inc. 2012 Management Equity Plan. As of February 28, 2020, the average weighted per share exercise price of all outstanding stock options was $7.79 and the weighted average remaining contractual term was 3.35 years. As discussed under the “Compensation Discussion and Analysis” section of this proxy statement below, beginning in the first quarter of 2016, we began issuing equity awards for shares of our common stock as equity compensation. Based on past trends and current expectations for possible future awards, we are recommending that an additional 7 million shares of common stock be made available for issuance under the Amended 2015 Plan, sufficient to cover equity awards for the next several years. On February 28, 2020, the closing price of a share of our common stock was $88.92.

Common measures for the use of stock incentive plans include the run rate and the overhang rate. The run rate measures the annual dilution from equity awards granted during a particular year. We calculate this based on all target awards granted under the 2015 Plan in a given year as a percent of the number of shares of our common stock outstanding in that year. Our run rates for 2017, 2018 and 2019 were approximately 0.52%, 0.50% and 0.52%, respectively. In February 2020, the Compensation Committee approved time-based and performance-based equity compensation awards in the form of RSUs and PSUs for approximately 580,814 shares of common stock. After discussing with FW Cook and reviewing the grant practices of our comparator companies, we believe these are reasonable levels. The run rate may increase in future years as the number of our associates who

are eligible to receive equity awards grows, and if we continue to have equity awards as an important component of compensation for our executives and other key employees to better align their interests with the interests of our stockholders.

The overhang rate is a measure of potential dilution to stockholders. We calculate this based on all unissued shares under the 2015 Plan plus outstanding PSUs and RSUs as a percentage of the total number of shares of common stock outstanding. At the end of 2019 (not including grants made in February 2020), our overhang rate was approximately 2.24%. With the increase in the number of shares reserved for issuance under the Amended 2015 Plan, our overhang rate at the end of 2019 would have been 5.97%. After discussing with FW Cook and reviewing the grant practices of our comparator companies, we believe these are reasonable levels and provide us with the appropriate flexibility to ensure meaningful equity awards in future years to our executives and other key employees to better align their interests with the interests of our stockholders.

The 2015 Plan is also being amended to reflect certain technical amendments designed to address changes to the Code due to the enactment of the 2017 Tax Cuts and Jobs Act (the “Tax Act”) and its elimination of the tax deduction for certain qualified performance-based compensation under Section 162(m). These proposed amendments will not eliminate performance criteria for equity awards under the Amended 2015 Plan or materially impact the performance criteria that the Compensation Committee may consider when establishing performance awards under the Amended 2015 Plan.

Summary of the Amended 2015 Plan

Purpose

The purpose of the Amended 2015 Plan is to provide a means through which to attract and retain key personnel and to provide a means whereby current directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders.

Administration

The Amended 2015 Plan will be administered by the Compensation Committee. The Compensation Committee has the sole and plenary authority to establish the terms and conditions of any award consistent with the provisions of the Amended 2015 Plan. The Compensation Committee is authorized to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Amended 2015 Plan and any instrument or agreement relating to, or any award granted under, the Amended 2015 Plan; establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Compensation Committee deems appropriate for the proper administration of the Amended 2015 Plan; and to make any other determination and take any other action that the Compensation Committee deems necessary or desirable for the administration of the Amended 2015 Plan.

Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which our securities are listed or traded, the Compensation Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it in accordance with the terms of the Amended 2015 Plan. Any such allocation or delegation may be revoked by the Compensation Committee at any time. Unless otherwise expressly provided in the Amended 2015 Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Amended 2015 Plan or any award or any documents evidencing awards granted pursuant to the Amended 2015 Plan are within the sole discretion of the Compensation Committee, may be made at any time and are final, conclusive and binding upon all persons or entities, including, without limitation, us, any holder or beneficiary of any award, and any of our stockholders.

Term

The Amended 2015 Plan shall become effective on the date on which it is approved by our stockholders (the “Restatement Effective Date”). Without giving effect to the amendment and restatement of the 2015 Plan, the 2015 Plan provides that the expiration date of the 2015 Plan is the tenth anniversary of the original effective date of the 2015 Plan (June 18, 2015). If the Amended 2015 Plan is approved by our stockholders, the expiration date of the Amended 2015 Plan, on and after which date no awards may be granted, shall be the tenth anniversary of the Restatement Effective Date.

Eligibility

Any employee, director, officer, consultant or advisor to the Company or an affiliate thereof who is selected by the Compensation Committee to participate in the Amended 2015 Plan is eligible to receive an award thereunder. As of February 28, 2020, approximately 8,113 employees and 9 directors would be eligible to receive awards under the Amended 2015 Plan. Consultants do not receive awards pursuant to our current equity compensation program and we have not granted any awards to consultants in the past under the 2015 Plan.

Shares Subject to the Amended 2015 Plan

Without giving effect to the amendment and restatement of the 2015 Plan, the Amended 2015 Plan provides that no more than 5,400,000 shares of common stock shall be available for awards under the 2015 Plan. The Amended 2015 Plan would increase this amount by 7,000,000 shares and provide that no more than 12,400,000 shares of common stock shall be available for awards under the Amended 2015 Plan. Of this amount, the maximum number of shares for which incentive stock options may be granted is 12,400,000; the maximum number of shares for which options or SARs may be granted to any individual participant during any single fiscal year is 1,333,000; the maximum number of shares for which performance compensation awards denominated in shares may be granted to any individual participant in respect of a single fiscal year is 1,333,000 (or if any such awards are settled in cash, the maximum amount may not exceed the fair market value of such shares on the last day of the performance period to which such award relates); the maximum number of shares of common stock granted during a single fiscal year to anynon-employee director, taken together with any cash fees paid to suchnon-employee director during the fiscal year in respect of suchnon-employee director’s service on the Board, shall not exceed $1,500,000 in total value; and the maximum amount that may be paid to any individual for a single fiscal year under a performance compensation award denominated in cash is $25,000,000. Except for substitute awards (as described below), in the event any award terminates, lapses, or is settled without the payment of the full number of shares subject to such award, including as a result of net exercise or settlement of the award or as a result of the award being settled in cash, the undelivered shares may be granted again under the Amended 2015 Plan, unless the shares are surrendered after the termination of the Amended 2015 Plan, and only if stockholder approval is not required under the then-applicable rules of the exchange on which the shares of common stock are listed. Awards may, in the sole discretion of the Compensation Committee, be granted in assumption of, or in substitution for, outstanding awards previously granted by an entity directly or indirectly acquired by us or with which we combine (referred to as “substitute awards”), and such substitute awards shall not be counted against the total number of shares that may be issued under the Amended 2015 Plan, except that substitute awards intended to qualify as “incentive stock options” shall count against the limit on incentive stock options described above. No award may be granted under the Amended 2015 Plan after the tenth anniversary of the effective date of the Amended 2015 Plan, but awards theretofore granted may extend beyond that date. Without giving effect to the amendment and restatement of the 2015 Plan, the 2015 Plan provides that no award may be granted under the 2015 Plan after the tenth anniversary of the original effective date of the 2015 Plan.

Options

The Compensation Committee may grantnon-qualified stock options and incentive stock options under the Amended 2015 Plan, with terms and conditions determined by the Compensation Committee that are not

inconsistent with the Amended 2015 Plan; provided that all stock options granted under the Amended 2015 Plan are required to have a per share exercise price that is not less than 100% of the fair market value of our common stock underlying such stock options on the date an option is granted (other than in the case of options that are substitute awards). All stock options that are intended to qualify as incentive stock options must be granted pursuant to an award agreement expressly stating that the option is intended to qualify as an incentive stock option, and will be subject to the terms and conditions that comply with the rules as may be prescribed by Section 422 of the Code. The maximum term for stock options granted under the Amended 2015 Plan will be ten years from the initial date of grant, or with respect to any stock options intended to qualify as incentive stock options, such shorter period as prescribed by Section 422 of the Code. However, if anon-qualified stock option would expire at a time when trading of shares of common stock is prohibited by our insider trading policy (or Company-imposed “blackout period”), the term will automatically be extended to the 30th day following the end of such period. The purchase price for the shares as to which a stock option is exercised may be paid to us, to the extent permitted by law (1) in cash or its equivalent at the time the stock option is exercised, (2) in shares having a fair market value equal to the aggregate exercise price for the shares being purchased and satisfying any requirements that may be imposed by the Compensation Committee, or (3) by such other method as the Compensation Committee may permit in its sole discretion, including without limitation (A) in other property having a fair market value on the date of exercise equal to the purchase price, (B) if there is a public market for the shares at such time, through the delivery of irrevocable instructions to a broker to sell the shares being acquired upon the exercise of the stock option and to deliver to us the amount of the proceeds of such sale equal to the aggregate exercise price for the shares being purchased, or (C) through a “net exercise” procedure effected by withholding the minimum number of shares needed to pay the exercise price. Any fractional shares of common stock will be settled in cash.

Stock Appreciation Rights

The Compensation Committee may grant stock appreciation rights (“SARs”), with terms and conditions determined by the committee that are not inconsistent with the Amended 2015 Plan. Generally, each SAR will entitle the participant upon exercise to an amount (in cash, shares or a combination of cash and shares, as determined by the committee) equal to the product of (1) the excess of (A) the fair market value on the exercise date of one share of common stock, over (B) the strike price per share, times (2) the numbers of shares of common stock covered by the SAR, less an amount equal to any statutory withholding amounts or taxes required to be withheld. The strike price per share of a SAR will be determined by the Compensation Committee at the time of grant but in no event may such amount be less than the fair market value of a share of common stock on the date the SAR is granted (other than in the case of SARS granted in tandem with or in substitution of previously granted awards).

Restricted Shares and Restricted Stock Units

The Compensation Committee may grant restricted shares of our common stock or restricted stock units (“RSUs”), representing the right to receive, upon the expiration of the applicable restricted period (or applicable deferral period), one share of common stock for each RSU, or, in the Compensation Committee’s sole discretion, the cash value thereof (or any combination thereof). As to restricted shares of our common stock, subject to the other provisions of the Amended 2015 Plan, the holder will generally have the rights and privileges of a stockholder as to such restricted shares of common stock, including without limitation the right to vote such restricted shares of common stock (except, that if the lapsing of restrictions with respect to such restricted shares of common stock is contingent on satisfaction of performance conditions other than or in addition to the passage of time, any dividends payable on such restricted shares of common stock will be retained and delivered without interest to the holder of such shares when the restrictions on such shares lapse). To the extent provided in the applicable award agreement, the holder of outstanding RSUs will be entitled to be credited with dividend equivalent payments (upon the payment by us of dividends on shares of common stock) either in cash or, at the Compensation Committee’s sole discretion, in shares of common stock having a value equal to the amount of such dividends (and interest may, at the Compensation Committee’s sole discretion, be credited on the amount of

cash dividend equivalents at a rate and subject to such terms as determined by the committee), which will be payable at the same time as the underlying RSUs are settled following the release of restrictions on such RSUs.

Other Stock-Based Awards and Other Cash-Based Awards

The Compensation Committee may issue unrestricted common stock, rights to receive grants of awards at a future date, or other awards denominated in shares of common stock (including, without limitation, performance shares or performance units), and other awards denominated in cash, including, without limitation, cash bonuses, under the Amended 2015 Plan, including performance-based awards.

Performance Compensation Awards

The Compensation Committee may also make performance goals applicable to an award recipient with respect to any award granted in its discretion, including, but not limited to, one or more of the performance goals set forth in the Amended 2015 Plan.

The Compensation Committee has the sole discretion to select the length of any applicable performance periods, the types of performance compensation awards to be issued, the applicable performance criteria and performance goals, and the kinds and/or levels of performance goals that are to apply. The performance criteria that will be used to establish the performance goals may be based on the attainment of specific levels of performance of the Company (and/or one or more affiliates, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing) and will be described in the Amended 2015 Plan. Unless otherwise determined by the Compensation Committee at the time a performance compensation award is granted, the Compensation Committee shall specify adjustments or modifications to be made to the calculation of a performance goal for such performance period, based on and to appropriately reflect the following events: (1) asset write-downs; (2) litigation or claim judgments or settlements; (3) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (4) any reorganization and restructuring programs; (5) extraordinary nonrecurring items as described in Accounting Standards Codification Topic225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in our annual report to stockholders for the applicable year; (6) acquisitions or divestitures; (7) any other specific, unusual or nonrecurring events, or objectively determinable category thereof; (8) foreign exchange gains and losses; (9) discontinued operations and nonrecurring charges; (10) a change in our fiscal year; and (11) any other adjustments specified by the Compensation Committee. If the Compensation Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or any other events or circumstances, renders any performance goals to be unsuitable, the Compensation Committee may modify such goals as it deems appropriate.

Following the completion of a performance period, the Compensation Committee will review and certify in writing whether, and to what extent, the performance goals for the performance period have been achieved and, if so, calculate and certify in writing that amount of the performance compensation awards earned for the period based upon the performance formula. In determining the actual amount of an individual participant’s performance compensation award for a performance period, the Compensation Committee may make such adjustments to the amount of the performance compensation award earned as it determines in its sole discretion.

The Amended 2015 Plan deleted certain provisions under the 2015 Plan that were previously applicable to performance compensation awards under Section 162(m) that, following the effectiveness of the Tax Act and its elimination of the exception for qualified “performance-based compensation” from the deductibility limits under Section 162(m), are no longer applicable to awards under the Amended 2015 Plan.

Effect of Certain Events on the Amended 2015 Plan and Awards

In the event of (a) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of common stock, other securities or other property), recapitalization, stock split, reverse stock split,

reorganization, merger, consolidation,split-up,split-off,spin-off, combination, repurchase or exchange of our shares of common stock or other securities, issuance of warrants or other rights to acquire our shares of common stock or other securities, or other similar corporate transaction or event that affects the shares of common stock (including a change in control, as defined in the Amended 2015 Plan), or (b) unusual or nonrecurring events affecting us, including changes in applicable rules, rulings, regulations or other requirements that the Compensation Committee determines, in its sole discretion, could result in substantial dilution or enlargement of the rights intended to be granted to, or available for, participants (an “adjustment event”) the Compensation Committee shall, in respect of any such adjustment event, make such proportionate substitution or adjustment, if any, as it deems equitable, to any or all of: (i) the share limits applicable under the Amended 2015 Plan with respect to the number of awards which may be granted thereunder, (ii) the number of our shares of common stock or other securities which may be delivered in respect of awards or with respect to which awards may be granted under the Amended 2015 Plan and (iii) the terms of any outstanding award, including, without limitation, (A) the number of shares of common stock subject to outstanding awards or to which outstanding awards relate (with any increase requiring the approval of our board of directors), (B) the exercise price or strike price with respect to any award or (C) any applicable performance measures.

In connection with any adjustment event, the Compensation Committee may, in its discretion, provide for any one or more of the following: (i) providing for (A) a substitution or assumption of awards (which we refer to as “successor awards”), (B) accelerating the exercisability of, lapse of restrictions on, or termination of, awards or (C) providing for a period of time for participants to exercise outstanding awards prior to the occurrence of such event; and (ii) cancelling any one or more outstanding awards and causing to be paid to the holders holding vested awards (including any awards that would vest as a result of the occurrence of such event but for such cancellation) the value of such awards, if any, as determined by the Compensation Committee (which if applicable may be based upon the price per share of common stock received or to be received by other Company stockholders in such event), including without limitation, in the case of options and SARs, a cash payment equal to the excess, if any, of the fair market value of the shares of common stock subject to the option or SAR over the aggregate exercise price thereof. For the avoidance of doubt, the Compensation Committee may cancel any stock option or SAR for no consideration if the fair market value of the shares subject to such option or SAR is less than or equal to the aggregate exercise price or strike price of such stock option or SAR.

In the event of (a) any sale, transfer, disposition, or other transaction which results in an award holder ceasing to provide services to us or any of our affiliates, or (b) a change in control, unless otherwise provided for under the terms of an award granted under the Amended 2015 Plan: (i) any successor awards issued in connection with such transaction will become fully vested and exercisable (to the extent applicable) upon specified qualifying terminations of the award holder’s employment following such transaction; (ii) with respect to any unvested performance-vesting awards, satisfaction of performance criteria will be measured based on actual performance through such event (or if performance levels cannot be measured, such criteria will be deemed to have been satisfied at target levels), and a successor award may be granted in respect of the vested portion of such awards.

Nontransferability of Awards

An award will not be transferable or assignable by a participant (including, without limitation, except as may be prohibited by applicable law, pursuant to a domestic relations order) other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable against us or any affiliate. However, the Compensation Committee may, in its sole discretion, permit awards (other than incentive stock options) to be transferred, including transfers to a participant’s family members, any trust established solely for the benefit of participant or such participant’s family members, any partnership or limited liability company of which participant, or participant and participant’s family members, are the sole member(s), and a beneficiary to whom donations are eligible to be treated as “charitable contributions” for tax purposes.

Amendment and Termination

The Board may amend, alter, suspend, discontinue, or terminate the Amended 2015 Plan or any portion thereof at any time; provided, that no such amendment, alteration, suspension, discontinuation or termination may be made without stockholder approval if (1) such approval is necessary to comply with any regulatory requirement applicable to the Amended 2015 Plan or for changes in GAAP to new accounting standards, (2) it would materially increase the number of securities which may be issued under the Amended 2015 Plan (except for adjustments in connection with certain corporate events), or (3) it would materially modify the requirements for participation in the Amended 2015 Plan; provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award shall not to that extent be effective without such individual’s consent.

The Compensation Committee may also, to the extent consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any award granted or the associated award agreement, prospectively or retroactively, subject to the consent of the affected participant if any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination would materially and adversely affect the rights of any participant with respect to such award; provided, further, that without stockholder approval, except as otherwise permitted in the “adjustments” provisions of the Amended 2015 Plan, (1) no amendment or modification may reduce the exercise price of any option or the strike price of any SAR, (2) the Compensation Committee may not cancel any outstanding option or SAR and replace it with a new option or SAR (with a lower exercise price or strike price, as the case may be) or other award or cash payment that is greater than the value of the cancelled option or SAR, and (3) the Compensation Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which our securities are listed or quoted.

Dividends and Dividend Equivalents

The Compensation Committee, in its sole discretion, may provide part of an award with dividends, dividend equivalents, or similar payments in respect of awards, on such terms and conditions as may be determined by the Compensation Committee in its sole discretion; provided, that no dividend equivalents shall be payable in respect of outstanding (1) options or SARs or (2) unearned performance compensation awards or other unearned awards subject to performance conditions (other than or in addition to the passage of time) (although dividend equivalents may be accumulated in respect of unearned awards and paid within 15 days after such awards are earned and become earned, payable or distributable).

Clawback/Forfeiture, Other Detrimental Activity

All awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with any clawback, forfeiture, or other similar policy adopted by the board or committee, and applicable law (including, without limitation, the applicable rules and regulations of the SEC and the New York Stock Exchange or any other securities exchange or inter-dealer quotation system on which the Company’s common stock is listed or quoted). In addition, to the extent a participant receives any amount in excess of what the participant should have received under the terms of an award (including by reason of a financial restatement, mistake in calculations, or other administrative error) the committee may require the participant to repay any such excess amount.

If the participant, while employed by or providing services to us or any affiliate or after termination of such employment or service, violates anon-competition,non-solicitation ornon-disclosure covenant or agreement or otherwise has engaged in or engages in other detrimental activity that is in conflict with or adverse to our interests or the interests of any affiliate, as determined by the Compensation Committee in its sole discretion, the committee may cancel any or all of such participant’s outstanding awards, or require the participant to forfeit any amount or gain realized due to the vesting or exercise of such award, and must repay any such amount or gain to us.

Federal Income Tax Consequences

The following is a summary of the general federal income tax consequences to our company and to United States taxpayers of awards granted under the Amended 2015 Plan. Tax consequences for any particular individual or under stateor non-U.S. tax laws may be different.

Non-Qualified Stock Options and SARs—Tax Effects

No taxable income is reportable whena non-qualified stock option or SAR is granted to a person. Upon exercise, generally, the person will have ordinary income equal to the fair market value of our common stock, on the exercise date minus the exercise price. Any gain or loss upon the disposition of the stock received upon exercise will be a capital gain or loss to the person.

Incentive Stock Options—Tax Effects

No taxable income is reportable when an incentive stock option is granted or exercised (except for persons who are subject to the alternative minimum tax, who may be required to recognize income in the year in which the incentive stock option is exercised). If the person exercises the incentive stock option and then sells the underlying shares of our common stock more than two years after the grant date and more than one year after the exercise date, the sale price minus the exercise price will be taxed as capital gain or loss. If the person exercises the incentive stock option and sells the shares before the end ofthe two- or one-year holding periods, then the person generally will have ordinary income at the time of the sale equal to the fair market value of the shares of our common stock on the exercise date (or the sale price, if less) minus the exercise price of the incentive stock option, and any additional gain on the sale will be treated as capital gain.

Restricted Stock and RSUs—Tax Effects

A person receiving restricted stock or RSUs will not have taxable income upon the grant unless, in the case of restricted stock, the person timely elects under Code Section 83(b) to be taxed at that time. Instead, the person will have ordinary income at the time of vesting equal to the fair market value on the vesting date of the shares of our common stock (or cash) received.

Performance Compensation Awards—Tax Effects

A person receiving a performance compensation award that is subject to a substantial risk of forfeiture will generally not recognize income at the time of receipt and the Company will not be entitled to a deduction at that time. A person will generally recognize ordinary income in an amount equal to any cash received or the value of any shares received on the date of payment or delivery of such cash or shares in settlement of such person’s performance compensation award. Depending on the length of time the shares acquired upon the achievement of the performance goals are held, such person will recognize either long-term or short-term capital gain or loss upon the sale of such shares.

Tax Effect for Our Company

We generally will receive a tax deduction for any ordinary income recognized by a person with respect to an award under the Amended 2015 Plan (for example, upon the exercise ofa non-qualified stock option). In the case of incentive stock options that meet the holding period requirements described above, the person will not recognize ordinary income; therefore, we will not receive a deduction. Our deduction may also be limited by Code Section 280G or Section 162(m).

Section 162(m) generally provides that a publicly traded corporation may not deduct compensation in excess of $1.0 million per year paid to the company’s “covered employees.” “Covered employee” includes (a) any individual who at any time during the taxable year is either our principal executive officer or principal financial officer, or an employee whose total compensation for the tax year is required to be reported to our stockholders because he or she is among the three highest compensated officers for the tax year (other than the principal executive officer or principal financial officer), and (b) any person who was a covered employee at any time after December 31, 2016. However, certain awards that qualified as “performance-based compensation” under Section 162(m) were not subject to such $1.0 million limitation. The performance-based compensation exception was eliminated by the Tax Act with respect to tax years beginning January 1, 2018; however, under a transition rule, compensation payable pursuant to a written binding contract that was in effect on November 2, 2017 and which is not materially modified after such date may still qualify for the performance-based compensation exception.

To the extent applicable to our existing contracts and awards, the Compensation Committee may avail itself of this transition rule. However, because of uncertainties as to the application and interpretation of the transition rule, no assurances can be given at this time that our existing contracts and awards, even if in place on November 2, 2017, will meet the requirements of the transition rule. While the Compensation Committee is mindful of the benefit to our performance of full deductibility of compensation, the Compensation Committee believes that it should not be constrained by the requirements of Section 162(m) where those requirements would impair flexibility in compensating our executive officers in a manner that can best promote our corporate objectives and support our compensation philosophy. The Compensation Committee intends to continue to compensate our executive officers in a manner consistent with the best interests of the Company and our stockholders.

New Plan Benefits

Because grants under the Amended 2015 Plan are generally within the discretion of the Compensation Committee, it is not possible to determine the future grants that will be made, other than tonon-employee directors, under the Amended 2015 Plan.

The Amended 2015 Plan authorizes the grant of equity-based awardsto non-employee directors in accordance with our director compensation program, as described above under “Director Compensation.” Historically,our non-employee directors have received annual equity grants under the 2015 Plan in May of each year. The table below sets forth the aggregate target grant value thatall non-employee directors as a group are expected to receive in 2020 pursuant to our current director compensation program. If our stockholders do not approve this Proposal 6, we expect that sufficient shares will remain available for grant to ournon-employee directors in May 2020 under the 2015 Plan.

History of Grants Under the 2015 Plan

The following table shows the number of shares of our common stock subject to equity awards granted under the 2015 Plan since its inception through February 28, 2020 for certain individuals:

Registration

We intend to file a registration statement onForm S-8 with the SEC with respect to the Amended 2015 Plan to cover shares issuable under the Amended 2015 Plan.

Vote Required

Approval of Proposal 6 requires the affirmative “FOR” vote of the holders of a majority of the votes cast on the proposal. Abstentions will have the same effect as a vote against Proposal 6 andbroker non-votes will have no effect on Proposal 6.

The Board of Directors recommends a vote “FOR” the approval of the Amended 2015 Plan.

PROPOSAL 7: RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit and Compliance Committee of our Board has appointed the independent registered public accounting firm of Ernst & YoungPricewaterhouseCoopers LLP to audit our consolidated financial statements for the year ending December 31, 2018. Ernst & Young LLP2020. This is the first year that PricewaterhouseCoopers has been engaged as our independent registered public accounting firm since our formation in 2012.firm. We are not required under SEC regulations to submit this proposal. However, the Board believes it is appropriate and a good corporate governance practice to do so.

Ratification of Appointment of PricewaterhouseCoopers LLP

The ratification of the selection of Ernst & YoungPricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 20182020 will be determined by the vote of a majority of the voting power of the shares present or represented at the 20182020 Annual Meeting of Stockholders and voting affirmatively or negatively on the proposal. Unless instructions to the contrary are given, all properly delivered proxies will be voted “FOR” ratification.

If the appointment is not ratified by the stockholders, the Audit and Compliance Committee will consider the appointment of a different independent registered public accounting firm.

A representative of PricewaterhouseCoopers LLP and a representative of Ernst & Young isLLP, our former independent registered public accounting firm, are expected to be present at the Annual Meeting, will be offered the opportunity to make a statement if thesuch representative desiresdesire to do so and will be available to respond to appropriate questions.