UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): May 21, 2019
NIELSEN HOLDINGS PLC
(Exact name of registrant as specified in its charter)
England and Wales | 001-35042 | 98-1225347 | ||
(State or other jurisdiction of incorporation or organization) | (Commission file number) | (I.R.S. employer identification number) |
85 Broad Street New York, New York 10004 +1 (646)654-5000 | Nielsen House Oxfordshire, OX4 2WB United Kingdom +1 (646)654-5000 |
(Address of principal executive offices) (Registrant’s telephone numbers, including area codes)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Ordinary shares, par value €0.07 per share | NLSN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) At the annual general meeting of shareholders of Nielsen Holdings plc (the “Company”) held on May 21, 2019 (the “Annual Meeting”), the shareholders of the Company approved the Nielsen 2019 Stock Incentive Plan (the “2019 Plan”). The number of shares of common stock of the Company that may be delivered pursuant to awards under the 2019 Plan is 7,200,000 shares plus the number of shares reserved for issuance under the Amended and Restated Nielsen 2010 Stock Incentive Plan (the “Prior Plan”) as of the date of the Annual Meeting that exceed the number of shares then subject to outstanding awards under the Prior Plan. In addition, any unissued shares underlying awards outstanding under the Prior Plan that, on or after May 21, 2019, expire or are canceled, forfeited or terminated will also become available for grant under the 2019 Plan.
The material features of the 2019 Plan are described in the section entitled“Proposal No. 7 Approval of the Nielsen 2019 Stock Incentive Plan” on pages 73 through 78 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 9, 2019 (the “Proxy Statement”), which pages are incorporated herein by reference. A copy of the 2019 Plan is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s shareholders considered seven proposals, each of which is described in more detail in the Proxy Statement. A total of 304,472,079 shares were represented at the Annual Meeting in person or by proxy, or 86% of the total shares entitled to vote. The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:
For | Against | Abstain | Broker Non-Votes | |||||||||||||
Proposal 1. To elect the Directors listed below: | ||||||||||||||||
James A. Attwood, Jr. | 250,745,375 | 45,433,676 | 610,441 | 7,682,587 | ||||||||||||
Guerrino De Luca | 266,880,229 | 29,800,491 | 108,772 | 7,682,587 | ||||||||||||
Karen M. Hoguet | 276,320,430 | 20,341,527 | 127,535 | 7,682,587 | ||||||||||||
David Kenny | 279,224,113 | 17,457,636 | 107,743 | 7,682,587 | ||||||||||||
Harish Manwani | 247,949,370 | 48,717,863 | 122,259 | 7,682,587 | ||||||||||||
Robert C. Pozen | 261,403,452 | 35,276,249 | 109,791 | 7,682,587 | ||||||||||||
David Rawlinson | 273,471,817 | 23,208,711 | 108,964 | 7,682,587 | ||||||||||||
Javier G. Teruel | 275,442,272 | 21,238,419 | 108,801 | 7,682,587 | ||||||||||||
Lauren Zalaznick | 262,212,283 | 34,470,009 | 107,200 | 7,682,587 | ||||||||||||
Proposal 2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 | 294,383,187 | 9,981,589 | 107,302 | — | ||||||||||||
Proposal 3. To reappoint Ernst & Young LLP as the Company’s UK statutory auditor to audit the Company’s UK statutory annual accounts for the year ending December 31, 2019 | 301,754,932 | 2,603,180 | 113,967 | — | ||||||||||||
Proposal 4. To authorize the Audit Committee of the Board of Directors to determine the compensation of the Company’s UK statutory auditor | 303,329,388 | 1,015,723 | 126,969 | — | ||||||||||||
Proposal 5. To approve on anon-binding, advisory basis the compensation of the Company’s named executive officers as disclosed in the Proxy Statement | 210,740,392 | 85,904,468 | 144,632 | 7,682,587 | ||||||||||||
Proposal 6. To approve on anon-binding, advisory basis the Directors’ Compensation Report for the year ended December 31, 2018, which was included as Annex A in the Proxy Statement | 214,656,283 | 81,728,379 | 404,830 | 7,682,587 | ||||||||||||
Proposal 7. To approve the Nielsen 2019 Stock Incentive Plan, which was included as Annex D in the Proxy Statement | 261,773,282 | 31,317,111 | 3,699,099 | 7,682,587 |
Item 9.01. | Exhibits. |
(d) | Exhibits |
Exhibit No. | Description | |
10.1 | Nielsen 2019 Stock Incentive Plan. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 23, 2019
NIELSEN HOLDINGS PLC | ||
By: | /s/ Emily Epstein | |
Name: | Emily Epstein | |
Title: | Secretary |