Edgar Filing: Nielsen Holdings N.V.

NIELSEN HOLDINGS N.V.

/s/ James W. Cuminale

James W. Cuminale

Title:

Chief Legal Officer

Form 8-K

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 8, 2012

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))

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 8, 2012. The Company’s shareholders considered eight 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 16, 2012. 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 (a) authorize the preparation of our Dutch statutory annual accounts and the annual report of the Board of Directors required by Dutch law, both for the year ended December 31, 2011, in the English language, (b) adopt our Dutch statutory annual accounts for the year ended December 31, 2011 and (c) authorize the preparation of our Dutch statutory annual accounts and the annual report of the Board of Directors required by Dutch law, both for the year ending December 31, 2012, in the English language		340,710,261		35,752		633,486		0
2. To discharge the members of the Board from liability pursuant to Dutch law in respect of the exercise of their duties during the year ended December 31, 2011		327,794,836		37,191		6,605,909		6,941,563
3. To elect the Executive and the Non-Executive Directors of the Board as listed herein
David L. Calhoun		315,140,691		18,882,659		414,586		6,941,563
James A. Atwood, Jr.		307,470,919		26,431,956		535,061		6,941,563
Richard J. Bressler		311,221,962		22,770,363		445,611		6,941,563
Simon E. Brown		311,554,602		22,437,723		445,611		6,941,563
Michael S. Chae		307,412,813		26,490,062		535,061		6,941,563
Patrick Healy		307,412,614		26,491,761		533,561		6,941,563
Karen M. Hoguet		328,143,947		5,790,928		503,061		6,941,563
James M. Kilts		313,121,067		20,871,198		445,671		6,941,563
Iain Leigh		328,974,618		5,017,707		445,611		6,941,563
Eliot P. S. Merrill		311,222,277		22,770,136		445,523		6,941,563
Alexander Navab		307,744,848		26,158,915		534,173		6,941,563
Robert Pozen		329,517,119		4,474,594		446,223		6,941,563
Robert Reid		311,221,957		22,770,396		445,583		6,941,563
Scott A. Schoen		307,412,158		26,491,605		534,173		6,941,563
Javier G. Teruel		328,111,946		5,791,817		534,173		6,941,563

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	For		Against		Abstain		Broker Non-Votes
4. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2012		340,756,179		221,251		402,069		0
5. To appoint Ernst & Young Accountants LLP as our auditor who will audit our Dutch statutory annual accounts for the year ending December 31, 2012		340,756,420		221,030		402,049		0
6. To approve the extension of the irrevocable and exclusive authority of the Board of Directors to (a) issue our shares and/or grant rights to subscribe for shares, never to exceed the number of our authorized but unissued shares and (b) limit or exclude the preemptive rights of shareholders with respect to the issuance of shares and/or grant of rights to subscribe for our shares, in each case until May 8, 2017		274,463,131		53,324,642		6,650,163		6,941,563
7. To approve the extension of the authority of the Board of Directors to repurchase up to 10% of our issued share capital (including depositary receipts issued for our shares) until November 8, 2013 on the open market, through privately negotiated transactions or in one or more self tender offers for a price per share (or depositary receipt) 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 (or depositary receipt) on any securities exchange where our shares (or depositary receipts) are traded		340,669,356		84,533		625,610		0
8. To approve in a non-binding, advisory vote the compensation of our named executive officers as disclosed in the Proxy Statement pursuant to the rules of the Securities and Exchange Commission		302,807,906		31,184,380		445,650		6,941,563

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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 11, 2012

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