DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

¨ Soliciting Material Pursuant to §240.14a-12

Nielsen Holdings plc

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

x   No fee required.

 

¨

 

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

(1)

 

 

Title of each class of securities to which transaction applies:

 

     

  (2)  

Aggregate number of securities to which transaction applies:

 

     

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  (4)  

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¨

 

 

Fee paid previously with preliminary materials.

 

¨

 

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on June 21, 2016.

 

       Meeting Information
   NIELSEN HOLDINGS PLC        

 

Meeting Type:          Annual Meeting

      

 

For holders as of:    April 22, 2016

      

 

Date:    June 21, 2016      Time:    9:00 AM Eastern Time

      

 

Location:

  

 

Meeting live via the Internet-please visit nielsen.onlineshareholdermeeting.com

      

 

The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet, please visit nielsen.onlineshareholdermeeting.com and be sure to have the information that is printed in the box marked by the arrow LOGO (located on the following page).

 

  

 

NIELSEN HOLDINGS PLC

40 DANBURY ROAD

WILTON, CT 06897-4445

 

You are receiving this communication because you hold shares in the company named above.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You will not receive a paper or e-mail copy of the proxy materials unless you request one. You may view the proxy materials online at www.proxyvote.com or easily request a paper or e-mail copy (see reverse side).

LOGO         

    

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

      

 

See the reverse side of this notice to obtain  proxy materials and voting instructions.

 

         
         


— Before You Vote —

How to Access the Proxy Materials

 

     

 

Proxy Materials Available to VIEW or RECEIVE:

    NOTICE AND PROXY STATEMENT            US ANNUAL REPORT    UK ANNUAL REPORT
   

 

How to View Online:

   

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

   

 

How to Request and Receive a PAPER or E-MAIL Copy:

   

If you want to receive a paper or e-mail copy of the above proxy materials or proxy materials for future shareholder meetings, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

   

1) BY INTERNET:        www.proxyvote.com

   

2) BY TELEPHONE:    1-800-579-1639

   

3) BY E-MAIL*:             sendmaterial@proxyvote.com

     

 

*   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 7, 2016 to facilitate timely delivery.

 

— How To Vote —
   

Please Choose One of the Following Voting Methods

 

      Vote By Internet:

 

 

LOGO         

   

Before The Meeting:

   

Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

   

During The Meeting:

   

Go to nielsen.onlineshareholdermeeting.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

     

Vote By Mail: You can vote by mail by requesting a paper copy of the proxy materials, which will include a proxy card.

 


              Voting Items                    

Our Board of Directors recommends that you vote “FOR” each director nominee listed in Proposal 1 in the proxy statement and “FOR” Proposals 2 through 8 described in the proxy statement, summaries of which are set out below:

 

  
  1.   To elect the Directors listed below:
   

 

1a.  

 

1b.  

 

1c.   

 

1d.  

 

1e.  

 

1f.    

 

1g.  

 

1h.  

 

1i.    

 

1j.    

 

 

 

James A. Attwood, Jr.

 

Mitch Barns

 

David L. Calhoun

 

Karen M. Hoguet

 

James M. Kilts

 

Harish Manwani

 

Kathryn V. Marinello

 

Robert Pozen

 

Vivek Ranadivé

 

Javier G. Teruel

 

LOGO

   

 

1k.   

 

 

Lauren Zalaznick

2.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2016.

 

 

3.

To reappoint Ernst & Young LLP as our UK statutory auditor to audit our UK statutory annual accounts for the year ending December 31, 2016.

 
 
4.

To authorize the Board of Directors to determine the compensation of our UK statutory auditor.

 
 
5.

To approve the Nielsen Holdings plc 2016 Employee Share Purchase Plan.

 
 
6.

To approve on a non-binding, advisory basis the compensation of our named executive officers as disclosed in the proxy statement pursuant to the rules of the U.S. Securities and Exchange Commission.

 
 
7.

To approve on a non-binding, advisory basis the Directors’ Compensation Report for the year ended December 31, 2015.

 
 
8.

To approve the Directors’ Compensation Policy.

 
 


 

 

 

 

LOGO