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 23, 2017
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 |
AC Nielsen House London Road Oxford Oxfordshire OX3 9RX United Kingdom +1 (646) 654-5000 | |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Nielsen Holdings plc (the “Company”) held its annual meeting of shareholders on May 23, 2017 (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 6, 2017. A total of 321,565,460 shares were represented at the Annual Meeting in person or by proxy, or 90% 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. |
312,749,308 | 3,107,444 | 35,375 | 5,673,333 | ||||||||||||
| Mitch Barns |
315,625,676 | 231,460 | 34,991 | 5,673,333 | ||||||||||||
| Karen M. Hoguet |
315,625,985 | 234,771 | 31,371 | 5,673,333 | ||||||||||||
| James M. Kilts |
303,700,433 | 11,894,087 | 297,607 | 5,673,333 | ||||||||||||
| Harish Manwani |
302,054,114 | 13,540,231 | 297,782 | 5,673,333 | ||||||||||||
| Robert C. Pozen |
314,795,421 | 1,059,803 | 36,903 | 5,673,333 | ||||||||||||
| David Rawlinson |
315,626,200 | 230,005 | 35,922 | 5,673,333 | ||||||||||||
| Javier G. Teruel |
315,579,177 | 276,770 | 36,180 | 5,673,333 | ||||||||||||
| Lauren Zalaznick |
312,455,344 | 3,404,281 | 32,502 | 5,673,333 | ||||||||||||
| 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, 2017 |
320,114,680 | 1,115,100 | 295,680 | — | ||||||||||||
| 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, 2017 |
320,114,639 | 1,156,485 | 294,336 | — | ||||||||||||
| Proposal 4. To authorize the Audit Committee of the Board of Directors to determine the compensation of the Company’s UK statutory auditor |
320,768,992 | 760,671 | 35,797 | — | ||||||||||||
| 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 pursuant to the SEC rules |
299,964,870 | 6,845,422 | 9,081,835 | 5,673,333 | ||||||||||||
| Proposal 7. To approve on a non-binding, advisory basis the Directors’ Compensation Report for the year ended December 31, 2016, which is included in the Proxy Statement |
301,207,593 | 5,594,145 | 9,090,389 | 5,673,333 | ||||||||||||
Additionally, set forth below are the voting results on the following matter:
| One Year | Two Years |
Three Years |
Abstain | Broker Non-Votes |
||||||||||||||||
| Proposal 6. To determine on a non-binding, advisory basis the frequency of a shareholder vote to approve on a non-binding, advisory basis the compensation of the Company’s named executive officers as disclosed pursuant to the SEC rules |
288,550,598 | 18,634 | 27,291,876 | 31,019 | 5,673,333 | |||||||||||||||
In light of such vote and the Company’s Board of Directors’ recommendation with respect to Proposal 6, the Company has decided to include an advisory, non-binding vote to approve the compensation of the Company’s named executive officers every year until the next required vote on the frequency of a shareholder vote on the compensation of the Company’s named executive officers.
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, 2017
| NIELSEN HOLDINGS PLC
| ||
| By: | /s/ Emily Epstein | |
| Name: | Emily Epstein | |
| Title: | Secretary | |