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 24, 2011

 

 

Nielsen Holdings N.V.

(Exact name of registrant as specified in its charter)

 

 

 

The Netherlands		001-35042		98-0662038
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

770 Broadway New York, New York 10003 (646) 654-5000		Diemerhof 2 1112 XL Diemen The Netherlands +31 20 398 8777

(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨

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))

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

Nielsen Holdings N.V. (the “Company”) held its annual meeting of shareholders on May 24, 2011. The Company’s shareholders considered nine proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2011. 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
1. To authorize the preparation of the Dutch statutory annual accounts and the annual report of the Board of Directors for the year ended December 31, 2010 in the English language and to adopt the Dutch statutory annual accounts for the year ended December 31, 2010			329,046,708				8,363				624,274				—
2. To discharge the members of the Board of Directors from liability pursuant to Dutch law in respect of the exercise of their duties during the year ended December 31, 2010			327,412,198				60,575				2,206,572				—
3. To elect the following Executive and Non-Executive Directors of the Board of Directors
David L. Calhoun			321,864,439				788,280				478,352				6,548,274
James A. Atwood, Jr.			307,059,609				15,593,090				478,372				6,548,274
Richard J. Bressler			307,065,342				15,587,312				478,417				6,548,274
Simon E. Brown			307,164,653				15,488,001				478,417				6,548,274
Michael S. Chae			307,060,002				15,592,697				478,372				6,548,274
Patrick Healy			307,059,802				15,592,797				478,472				6,548,274
Karen M. Hoguet			322,294,878				357,721				478,472				6,548,274
James M. Kilts			307,164,263				15,488,391				478,417				6,548,274
Iain Leigh			307,065,090				15,587,464				478,517				6,548,274
Eliot P. S. Merrill			307,064,896				15,587,658				478,517				6,548,274
Alexander Navab			307,158,984				15,493,715				478,372				6,548,274
Robert Pozen			322,297,028				355,626				478,417				6,548,274
Robert Reid			307,069,389				15,587,365				474,317				6,548,274
Scott A. Schoen			307,060,078				15,592,621				478,372				6,548,274
Javier G. Teruel			322,297,358				355,241				478,472				6,548,274
4. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011			328,843,574				342,732				493,039				—

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		For				Against				Abstain				Broker Non-Votes
5. To appoint Ernst & Young Accountants LLP as the Company’s auditor who will audit the Dutch statutory annual accounts for the year ending December 31, 2011			328,842,588				343,738				493,019				—
6. To approve the extension of the authority of the Board of Directors to issue shares and/or grant rights to acquire the Company’s shares (including options to subscribe for shares) never to exceed the number of authorized but unissued shares, and to limit or exclude the preemptive rights of shareholders with respect to the issuance of shares and/or grant of the right to acquire shares until May 24, 2016			294,182,722				28,368,124				580,225				6,548,274
7. To approve the extension of the authority of the Board of Directors to repurchase up to 10% of the Company’s issued share capital until November 24, 2012 on the open market, through privately negotiated transactions or in one or more self tender offers for a price per share not less than the nominal value of a share and not higher than 110% of the most recently available (as of the time of repurchase) price of a share on any securities exchange where the Company’s shares are traded			328,814,593				367,640				497,112				—
8. To approve, in a non-binding, advisory vote the compensation of the Company’s named executive officers as disclosed in the Proxy Statement pursuant to the SEC rules			322,030,676				462,790				637,605				6,548,274

Additionally, set forth below are the voting results on the following matter:

 

		1 Year				2 Years				3 Years				Abstain				Broker Non-Votes
9. To determine, in a non-binding, advisory vote the frequency of shareholder votes to approve, in a non-binding, advisory vote, the compensation of the Company’s named executive officers as disclosed pursuant to the SEC rules			24,374,852				446,536				297,827,391				482,292				6,548,274

In light of such vote, the Company’s Board of Directors determined that it currently intends to include an advisory, non-binding vote to approve the compensation of the Company’s named executive officers every three years until the next required vote on the frequency of shareholder votes on the compensation of the Company’s named executive officers. The Company is currently required to hold votes on frequency every six years.

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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 31, 2011