UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): May 22, 2018

 

 

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 John Smith Drive Oxford 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 Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

Nielsen Holdings plc (the “Company”) held its annual general meeting of shareholders on May 22, 2018 (the “Annual Meeting”). The Company’s shareholders considered seven proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2018. A total of 311,011,008 shares were represented at the Annual Meeting in person or by proxy, or 87% 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.			297,178,511				3,373,826				36,720				10,421,951
Mitch Barns			299,959,679				593,983				35,395				10,421,951
Guerrino De Luca			298,262,766				2,287,253				39,038				10,421,951
Karen M. Hoguet			300,300,831				252,802				35,424				10,421,951
Harish Manwani			290,373,027				10,157,063				58,967				10,421,951
Robert C. Pozen			297,963,451				2,588,730				36,876				10,421,951
David Rawlinson			300,303,551				246,956				38,550				10,421,951
Javier G. Teruel			300,283,440				268,277				37,340				10,421,951
Lauren Zalaznick			297,286,187				3,246,039				56,831				10,421,951
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, 2018			307,475,306				3,471,439				64,263				—
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, 2018			307,474,107				3,470,894				66,007				—
Proposal 4. To authorize the Audit Committee of the Board of Directors to determine the compensation of the Company’s UK statutory auditor			308,929,924				2,025,598				55,486				—
Proposal 5. To approve on a non-binding, advisory basis the compensation of the Company’s named executive officers as disclosed in the Proxy Statement			247,645,944				47,855,730				5,087,383				10,421,951
Proposal 6. To approve on a non-binding, advisory basis the Directors’ Compensation Report for the year ended December 31, 2017, which was included as Annex A in the Proxy Statement			252,057,276				43,448,928				5,082,853				10,421,951
Proposal 7. To approve the Directors’ Compensation Policy, which was included as Annex B in the Proxy Statement			260,439,789				40,044,229				105,039				10,421,951

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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 25, 2018