NIELSEN HOLDINGS PLC

NLSN
Delayed Nyse - 04:00 2022-10-11 pm EDT
27.98 USD +0.04%

NIELSEN HOLDINGS PLC : Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

09/02/2022 | 04:36pm

Item 5.07 Submission of Matters to a Vote of Security Holders



Nielsen Holdings plc, a public limited company formed under the laws of England
and Wales ("Nielsen" or the "Company"), held two shareholder meetings on
September 1, 2022: the court meeting convened by the High Court of Justice in
England and Wales (the "Court Meeting"), and the general meeting of Nielsen
shareholders held after the Court Meeting (the "Special Meeting"). A definitive
proxy statement on Schedule 14A with respect to the Court Meeting and the
Special Meeting was filed with the U.S. Securities and Exchange Commission (the
"SEC") on July 8, 2022, as supplemented by a proxy supplement filed with the SEC
on August 19, 2022 (collectively, the "Proxy Statement"). Descriptions of each
of the proposals voted upon at the Court Meeting and the Special Meeting are
contained in the Proxy Statement. Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Proxy Statement.



For the purposes of the Court Meeting to vote on the Scheme (as defined in the
Transaction Agreement, dated as of March 28, 2022, as amended on August 19,
2022
, by and among the Company, Neptune Intermediate Jersey Limited and Neptune
BidCo US Inc.
(the "Transaction Agreement")), there were 325,427,040 Scheme
Shares (as defined in the Scheme) and 34,457,143 Excluded Shares (as defined in
the Scheme), each Scheme Share being entitled to one vote at the Court Meeting,
constituting all of the outstanding voting securities of the Company. The
holders of the Excluded Shares, the Purple Green Excluded Shares and the
WindAcre Shares did not vote at the Court Meeting, in accordance with U.K. legal
requirements. The holders of a total of 182,803,308 Scheme Shares were present
at the Court Meeting, either in person or by proxy, representing approximately
56.2% of the Scheme Shares issued and outstanding and entitled to vote, which
constituted a quorum for the purpose of the Court Meeting.



At 6:00 p.m. Eastern time on August 16, 2022, the voting record time for the
determination of Shareholders of Record entitled to vote at the Special Meeting,
there were 359,884,183 Nielsen ordinary shares, each Nielsen ordinary share
being entitled to one vote at the Special Meeting, constituting all of the
outstanding voting securities of the Company. The holders of a total of
298,818,940 Nielsen ordinary shares were present at the Special Meeting, either
in person or by proxy, representing approximately 83.0% of the Nielsen ordinary
shares issued and outstanding and entitled to vote, which constituted a quorum
for the purpose of the Special Meeting.



The final results of voting on each of the proposals submitted to a vote of
Nielsen's shareholders at the Court Meeting and the Special Meeting are as
follows:



Court Meeting Voting Results



1. Court Scheme Proposal: To approve a Scheme to be made between the Company and
the Scheme Shareholders (as defined in the Scheme).



Nielsen shareholders approved the Court Scheme Proposal with the following
voting results:




For Against
180,347,706 2,455,602



In addition, the Court Scheme Proposal was approved by the requisite majority in
number of the Shareholders of Record who voted on the Court Scheme Proposal as
required by U.K. law.



Special Meeting Voting Results



1. Articles Amendment and Scheme Implementation Proposal: To (a) authorize the
members of the Board of Directors of the Company (the "Board") to take necessary
actions for carrying the Scheme into effect, (b) amend the Company's articles of
association, (c) direct the Board to deliver the order of the U.K. Court
sanctioning the Scheme



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under Section 899(1) of the Companies Act (once obtained) to the Registrar of
Companies for England and Wales in accordance with the provisions of the Scheme
and the laws of England and Wales and (d) direct the Board that it need not
undertake a Company Adverse Recommendation Change in connection with an
Intervening Event or a Company Superior Proposal or cause the Company to
terminate the Transaction Agreement in order to enter into a definitive
agreement relating to a Company Superior Proposal following the time at which
the Company Shareholder Approval is obtained (capitalized terms in this clause
(d) having the meanings set forth in the Transaction Agreement).



Nielsen shareholders approved the Articles Amendment and Scheme Implementation
Proposal with the following voting results:




For Against Abstain
296,006,631 2,439,662 372,647



2. Compensation Proposal: To approve, on an advisory (non-binding) basis, the
compensation that may be paid or become payable to the Company's named executive
officers that is based on or otherwise related to the Transaction Agreement and
the transactions contemplated by the Transaction Agreement.




Nielsen shareholders approved the Compensation Proposal with the following
voting results:

For Against Abstain
234,380,160 64,029,652 409,128


Item 8.01. Other Events.



On September 1, 2022, Nielsen issued a press release (the "Press Release")
announcing the preliminary results of the Court Meeting and the Special Meeting
reflecting that all of the proposals have been approved by the requisite
majorities of Nielsen shareholders. A copy of the Press Release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.




Exhibit
No. Description of Exhibit

99.1 Press Release, dated September 1, 2022

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



Forward-Looking Statements



This communication includes information that could constitute forward-looking
statements made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. These statements include those set forth above
relating to the proposed transaction as well as those that may be identified by
words such as "will," "intend," "expect," "anticipate," "should," "could" and
similar expressions. These statements are subject to risks and uncertainties,
and actual results and events could differ materially from what presently is
expected, including regarding the proposed transaction and Nielsen ONE. Factors
leading thereto may include, without limitation, the risks related to Ukraine
conflict or the COVID-19 pandemic on the global economy and financial markets,
the uncertainties relating to the impact of the Ukraine conflict or the COVID-19
pandemic on Nielsen's business, the failure of Nielsen's new business strategy
in accomplishing Nielsen's objectives, economic or other conditions in the
markets Nielsen is engaged in, impacts of actions and behaviors of customers,
suppliers and competitors,



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technological developments, as well as legal and regulatory rules and processes
affecting Nielsen's business, the timing, receipt and terms and conditions of
any required governmental and regulatory approvals of the proposed transaction
that could reduce anticipated benefits or cause the parties to abandon the
proposed transaction, the occurrence of any event, change or other circumstances
that could give rise to the termination of the transaction agreement entered
into pursuant to the proposed transaction (the "Agreement"), the risk that the
parties to the Agreement may not be able to satisfy the conditions to the
proposed transaction in a timely manner or at all, risks related to disruption
of management time from ongoing business operations due to the proposed
transaction, the risk that any announcements relating to the proposed
transaction could have adverse effects on the market price of Nielsen ordinary
shares, the risk of any unexpected costs or expenses resulting from the proposed
transaction, the risk of any litigation relating to the proposed transaction,
the risk that the proposed transaction and its announcement could have an
adverse effect on the ability of Nielsen to retain customers and retain and hire
key personnel and maintain relationships with customers, suppliers, employees,
shareholders and other business relationships and on its operating results and
business generally, the risk the pending proposed transaction could distract
management of Nielsen, and other specific risk factors that are outlined in
Nielsen's disclosure filings and materials, which you can find on
http://www.nielsen.com/investors, such as its 10-K, 10-Q and 8-K reports that
have been filed with the Securities and Exchange Commission (the "SEC"). Please
consult these documents for a more complete understanding of these risks and
uncertainties. This list of factors is not intended to be exhaustive. Such
forward-looking statements only speak as of the date of these materials, and
Nielsen assumes no obligation to update any written or oral forward-looking
statement made by Nielsen or on its behalf as a result of new information,
future events or other factors, except as required by law.



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