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 25, 2021 

NIELSEN HOLDINGS PLC

(Exact name of registrant as specified in its charter)

(Address of principal executive offices)

+1 (646) 654-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Nielsen Holdings plc (the “Company”) held its annual general meeting of shareholders on May 25, 2021 (the “Annual Meeting”). The Company’s shareholders considered eleven 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 on April 12, 2021. A total of 294,990,009 shares were represented at the Annual Meeting in person or by proxy, or 82.29% 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:

Proposal 1. To elect or re-elect the directors listed below:

Each of the nominees was elected for a term of one year.

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, 2021

This proposal was approved.

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, 2021

This proposal was approved.

Proposal 4. To authorize the Audit Committee of the Board of Directors to determine the compensation of the Company’s UK statutory auditor

This proposal was approved.

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

This proposal was approved.

Proposal 6. To approve on a non-binding, advisory basis the Directors’ Compensation Report for the year ended December 31, 2020, which was included as Annex A in the Proxy Statement

This proposal was approved.

Proposal 7. To approve the Directors’ Compensation Policy, which was included as Annex B in the Proxy Statement

This proposal was approved.

Proposal 8. To authorize the Board of Directors to allot equity securities

This proposal was approved. 

Proposal 9. To authorize the Board of Directors to allot equity securities without rights of pre-emption

This proposal was approved.

Proposal 10. To authorize the Board of Directors to allot equity securities without rights of pre-emption in connection with an acquisition or specified capital investment

This proposal was approved.

Proposal 11. To approve forms of share repurchase contracts and share repurchase counterparties

This proposal was approved.

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 27, 2021