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): June 21, 2016

 

 

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))

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

Nielsen Holdings plc (the “Company”) held its annual meeting of shareholders on June 21, 2016 (the “Annual Meeting”). The Company’s shareholders considered eight 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 29, 2016. A total of 324,739,233 shares were represented at the Annual Meeting in person or by proxy, or 90.0% 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
1. To elect the Directors listed below:
James A. Attwood, Jr.			317,672,834				339,286				330,332				6,396,781
Mitch Barns			317,971,667				40,452				330,333				6,396,781
David L. Calhoun			317,351,592				660,789				330,071				6,396,781
Karen M. Hoguet			317,964,247				51,782				326,423				6,396,781
James M. Kilts			316,755,482				1,256,673				330,297				6,396,781
Harish Manwani			309,032,902				8,703,155				606,395				6,396,781
Kathryn V. Marinello			316,363,963				1,651,734				326,755				6,396,781
Robert Pozen			317,983,847				26,844				331,761				6,396,781
Vivek Y. Ranadivé			317,246,344				765,949				330,159				6,396,781
Javier G. Teruel			315,320,189				2,695,555				326,708				6,396,781
Lauren Zalaznick			317,742,208				273,829				326,415				6,396,781
2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016			323,117,757				944,222				677,254				—
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, 2016			323,115,533				944,304				679,396				—
4. To authorize the Board of Directors to determine the compensation of the Company’s UK statutory auditor			317,803,817				248,947				289,688				—
5. To approve the Nielsen Holdings plc 2016 Employee Share Purchase Plan			317,675,912				364,168				302,372				6,396,781
6. 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			307,000,906				5,574,752				5,766,794				6,396,781
7. To approve on a non-binding, advisory basis the Directors’ Compensation Report for the year ended December 31, 2015, which is included in the Proxy Statement			307,845,927				4,740,232				5,756,293				6,396,781
8. To approve the Directors’ Compensation Policy, which is included in the Proxy Statement			308,584,537				4,247,470				5,510,445				6,396,781

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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: June 23, 2016