Basic Stats
| LEI | 549300ZVCBHQE0XHG367 |
| CIK | 1492633 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nielsen Holdings plc
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| October 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35042 Nielse |
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| October 24, 2022 |
15-12G 1 d353792d1512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35042 Nielsen Holdings plc (Exact name |
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| October 13, 2022 |
NLSN / Nielsen Holdings PLC / WINDACRE PARTNERSHIP LLC - NIELSEN HOLDINGS PLC Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 13)* Nielsen Holdings plc (Name of Issuer) Ordinary shares, par value €0.07 per share (Title of Class of Securities) G6518L108 (CUSIP Number) The WindAcre Partnership LLC 2200 Post Oak Blvd Suite 1580 Houston, TX 77056 with a copy to: Eleazer Klein, Esq. Marc Weingarten |
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| October 12, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 24, 2022, pursuant to the provisions of Rule 12d2-2 (a). |
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| October 11, 2022 |
As filed with the Securities and Exchange Commission on October 11, 2022 As filed with the Securities and Exchange Commission on October 11, 2022 Registration Nos. |
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| October 11, 2022 |
As filed with the Securities and Exchange Commission on October 11, 2022 As filed with the Securities and Exchange Commission on October 11, 2022 Registration Nos. |
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| October 11, 2022 |
Articles of Association of Nielsen Holdings plc. Exhibit 3.1 CLIFFORD CHANCE LLP Company No. 9422989 INCORPORATED UNDER THE COMPANIES ACT 2006 THE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION of NIELSEN HOLDINGS PLC Incorporated on 4 February 2015 Adopted by special resolution passed on 1 September 2022 CONTENTS Article Page PART 1 INTERPRETATION AND LIMITATION OF LIABILITY 1 1. Defined terms 1 2. Model articles or |
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| October 11, 2022 |
As filed with the Securities and Exchange Commission on October 11, 2022 As filed with the Securities and Exchange Commission on October 11, 2022 Registration Nos. |
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| October 11, 2022 |
As filed with the Securities and Exchange Commission on October 11, 2022 As filed with the Securities and Exchange Commission on October 11, 2022 Registration Nos. |
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| October 11, 2022 |
As filed with the Securities and Exchange Commission on October 11, 2022 As filed with the Securities and Exchange Commission on October 11, 2022 Registration Nos. |
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| October 11, 2022 |
As filed with the Securities and Exchange Commission on October 11, 2022 As filed with the Securities and Exchange Commission on October 11, 2022 Registration Nos. |
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| October 11, 2022 |
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): October 11, 2022 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) (Com |
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| October 11, 2022 |
As filed with the Securities and Exchange Commission on October 11, 2022 As filed with the Securities and Exchange Commission on October 11, 2022 Registration Nos. |
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| October 11, 2022 |
As filed with the Securities and Exchange Commission on October 11, 2022 As filed with the Securities and Exchange Commission on October 11, 2022 Registration Nos. |
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| October 11, 2022 |
Nielsen Announces Closing Of Transaction With Evergreen- and Brookfield-Led Consortium Exhibit 99.1 Nielsen Announces Closing Of Transaction With Evergreen- and Brookfield-Led Consortium NEW YORK?October 11, 2022?Nielsen Holdings plc (NYSE: NLSN) (?Nielsen?) today announced the completion of its previously announced sale to a private equity consortium (the ?Consortium?) composed of Evergreen Coast Capital Corp. (?Evergreen?), an affiliate of Elliott Investment Management L.P. (?Elli |
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| October 6, 2022 |
Financial Statements and Exhibits, Other Events 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): October 6, 2022 NIELSEN HOLDINGS PLC (Exact name of Registrant as Specified in its Charter) England and Wales 001-35042 98-1225347 (State or Other Jurisdiction (Commission (I.R.S. Emp |
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| October 6, 2022 |
Nielsen Announces Expiration and Results of Cash Tender Offer Exhibit 99.1 Nielsen Announces Expiration and Results of Cash Tender Offer New York, NY ? October 6, 2022 ? Nielsen Holdings plc (NYSE: NLSN) (?Nielsen? or the ?Company?) announced today that the previously announced cash tender offers (collectively, the ?Tender Offer?) and consent solicitations (collectively, the ?Consent Solicitation?) of the Offerors (as defined below), to purchase any and all |
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| September 22, 2022 |
Nielsen Announces Extension of Tender Offers Exhibit 99.1 Nielsen Announces Extension of Tender Offers New York, NY ? September 22, 2022 ? Nielsen Holdings plc (NYSE: NLSN) (?Nielsen? or the ?Company?) announced today that the Offerors (as defined below) have amended the terms of the previously announced cash tender offers (collectively, the ?Tender Offer?) and consent solicitations (collectively, the ?Consent Solicitation?), to purchase any |
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| September 22, 2022 |
Financial Statements and Exhibits, Other Events 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): September 22, 2022 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) (C |
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| September 8, 2022 |
Exhibit 4.2 Execution Version FIRST SUPPLEMENTAL INDENTURE Supplemental Indenture (this ?Supplemental Indenture?), dated as of September 7, 2022, among Nielsen Finance LLC (the ?LLC Issuer?), a Delaware limited liability company, Nielsen Finance Co., a Delaware corporation (the ?Corp. Issuer,? together with the LLC Issuer, the ?Issuers?), and Deutsche Bank Trust Company Americas, a New York bankin |
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| September 8, 2022 |
Nielsen Announces Completion of Consent Solicitations and Termination of Change of Control Offers Exhibit 99.1 Nielsen Announces Completion of Consent Solicitations and Termination of Change of Control Offers New York, NY ? September 8, 2022 ? Nielsen Holdings plc (NYSE: NLSN) (the ?Company?) announced today that, according to information provided by D.F. King & Co., Inc. (?D.F. King?), the Information and Tender Agent for the Offerors? (as defined below) previously announced cash tender offer |
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| September 8, 2022 |
Exhibit 4.1 Execution Version TENTH SUPPLEMENTAL INDENTURE Supplemental Indenture (this ?Supplemental Indenture?), dated as of September 7, 2022, among The Nielsen Company (Luxembourg) S.? r.l., a Luxembourg soci?t? ? responsabilit? limit?e (the ?Issuer?), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the ?Trustee?). W I T N E S S E T H WHEREAS, the Issuer h |
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| September 8, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): September 7, 2022 NIELSEN HOLDINGS PLC (Exact name of Registrant as Specified in its Charter) England and Wales 001-35042 98-1225347 (State or Other Jurisdiction (Commission (I.R.S. E |
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| September 8, 2022 |
Exhibit 4.3 Execution Version FIRST SUPPLEMENTAL INDENTURE Supplemental Indenture (this ?Supplemental Indenture?), dated as of September 7, 2022, among Nielsen Finance LLC (the ?LLC Issuer?), a Delaware limited liability company, Nielsen Finance Co., a Delaware corporation (the ?Corp. Issuer,? together with the LLC Issuer, the ?Issuers?), and Deutsche Bank Trust Company Americas, a New York bankin |
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| September 8, 2022 |
Exhibit 4.5 Execution Version FIRST SUPPLEMENTAL INDENTURE Supplemental Indenture (this ?Supplemental Indenture?), dated as of September 7, 2022, among Nielsen Finance LLC (the ?LLC Issuer?), a Delaware limited liability company, Nielsen Finance Co., a Delaware corporation (the ?Corp. Issuer,? together with the LLC Issuer, the ?Issuers?), and Deutsche Bank Trust Company Americas, a New York bankin |
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| September 8, 2022 |
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): September 7, 2022 NIELSEN HOLDINGS PLC (Exact name of Registrant as Specified in its Charter) England and Wales 001-35042 98-1225347 (State or Other Jurisdiction (Commission (I.R.S. E |
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| September 8, 2022 |
Exhibit 4.4 Execution Version FIRST SUPPLEMENTAL INDENTURE Supplemental Indenture (this ?Supplemental Indenture?), dated as of September 7, 2022, among Nielsen Finance LLC (the ?LLC Issuer?), a Delaware limited liability company, Nielsen Finance Co., a Delaware corporation (the ?Corp. Issuer,? together with the LLC Issuer, the ?Issuers?), and Deutsche Bank Trust Company Americas, a New York bankin |
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| September 2, 2022 |
Exhibit 99.1 Nielsen Announces Shareholder Approval of Transaction with Evergreen- and Brookfield-Led Consortium Transaction Expected to Close in October 2022 New York?September 1, 2022 ? Nielsen Holdings plc (NYSE: NLSN) (?Nielsen?) today announced that at a court meeting and special meeting of its shareholders held earlier today, its shareholders have approved the previously announced definitive |
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| September 2, 2022 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 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): September 1, 2022 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) (Co |
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| August 24, 2022 |
Financial Statements and Exhibits, Other Events 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): August 24, 2022 NIELSEN HOLDINGS PLC (Exact name of Registrant as Specified in its Charter) England and Wales 001-35042 98-1225347 (State or Other Jurisdiction (Commission (I.R.S. Emp |
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| August 24, 2022 |
DEFA14A 1 d392561ddefa14a.htm DEFA14A 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): August 24, 2022 NIELSEN HOLDINGS PLC (Exact name of Registrant as Specified in its Charter) England and Wales 001-35042 98-1225347 (State or Othe |
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| August 24, 2022 |
Exhibit 99.1 Investor Relations: Sara Gubins, +1 646 283 7571; [email protected] Media Relations: Connie Kim, +1 240 274 9999; [email protected] Nielsen Announces Commencement of Tender Offers and Consent Solicitations and Change of Control Offers for Senior Notes New York, NY ? August 24, 2022 ? Nielsen Holdings plc (the ?Company?) (NYSE: NLSN) announced today that certain of its subsi |
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| August 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? 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 ? Definitive Additional Materials ? Soliciting Material Under Rule 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): ? No fee required. |
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| August 19, 2022 |
DEFA14A 1 d390190ddefa14a.htm DEFA14A 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): August 19, 2022 NIELSEN HOLDINGS PLC (Exact name of Registrant as Specified in its Charter) England and Wales 001-35042 98-1225347 (State or Othe |
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| August 19, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): August 19, 2022 NIELSEN HOLDINGS PLC (Exact name of Registrant as Specified in its Charter) England and Wales 001-35042 98-1225347 (State or Other Jurisdiction (Commission (I.R.S. Emp |
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| August 19, 2022 |
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 Filed by the Registrant ? 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 State |
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| August 19, 2022 |
NLSN / Nielsen Holdings PLC / WINDACRE PARTNERSHIP LLC - NIELSEN HOLDINGS PLC Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 12)* Nielsen Holdings plc (Name of Issuer) Ordinary shares, par value ?0.07 per share (Title of Class of Securities) G6518L108 (CUSIP Number) The WindAcre Partnership LLC 2200 Post Oak Blvd Suite 1580 Houston, TX 77056 with a copy to: Eleazer Klein, Esq. Marc Weingarten |
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| August 19, 2022 |
Exhibit 2.1 AMENDMENT NO. 1 TO TRANSACTION AGREEMENT This Amendment No. 1 to the Transaction Agreement (this ?Amendment?) is entered into as of August 19, 2022, by and among Nielsen Holdings plc, a public limited company formed under the laws of England and Wales with registration number 09422989, whose registered office is at 5th Floor Endeavour House, 189 Shaftesbury Avenue, London, WC2H 8JR, Un |
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| August 9, 2022 |
Exhibit 99.1 Nielsen Postpones Court and Special Meetings of Shareholders to Permit Finalization of Preliminary Agreement Between Consortium and WindAcre New York ? August 9, 2022 ? Nielsen Holdings plc (NYSE: NLSN) today announced that the court meeting and the special meeting of its shareholders (?the Meetings?) due to be held today have been postponed. The purpose of the Meetings was to conside |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? 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 ? Definitive Additional Materials ? Soliciting Material Under Rule 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): ? No fee required. |
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| August 9, 2022 |
Financial Statements and Exhibits, Other Events 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): August 9, 2022 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) (Commi |
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| August 9, 2022 |
Exhibit 99.2 To: All Employees From: David Kenny Subject: Today?s News All, Today we announced that we have postponed our Court and Special Meetings of Shareholders to vote on the transaction contemplated by the previously announced agreement for the Company to be acquired by a private equity consortium led by Evergreen, an affiliate of Elliott, and Brookfield, to allow the Consortium and The Wind |
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| August 3, 2022 |
NLSN / Nielsen Holdings PLC / WINDACRE PARTNERSHIP LLC - NIELSEN HOLDINGS PLC Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 11)* Nielsen Holdings plc (Name of Issuer) Ordinary shares, par value €0.07 per share (Title of Class of Securities) G6518L108 (CUSIP Number) The WindAcre Partnership LLC 2200 Post Oak Blvd Suite 1580 Houston, TX 77056 with a copy to: Eleazer Klein, Esq. Marc Weingarten |
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| July 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? 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 ? Definitive Additional Materials ? Soliciting Material Under Rule 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): ? No fee required. |
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| July 29, 2022 |
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): July 29, 2022 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) (Commis |
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| July 29, 2022 |
DEFA14A 1 d385350ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ 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 1 |
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| July 27, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): July 27, 2022 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) (Commis |
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| July 27, 2022 |
Nielsen Reports 2nd Quarter 2022 Results Exhibit 99.1 News Release Investor Relations: Sara Gubins, +1 646 283 7571; [email protected] Media Relations: Connie Kim, +1 240 274 9999; [email protected] Nielsen Reports 2nd Quarter 2022 Results ? Revenues of $882 million increased 2.4% on a reported basis, 4.0% on a constant currency basis & 4.5% organic constant currency ? Net income per share of $0.30 (diluted, from continuing op |
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| July 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35042 Nielsen Hol |
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| July 25, 2022 |
DEFA14A 1 d368204ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ 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 1 |
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| July 11, 2022 |
DEFA14A 1 d367184ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ 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 1 |
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| July 8, 2022 |
Table of Contents 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 Filed by the Registrant ? 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)) ? Defi |
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| June 27, 2022 |
As filed with the Securities and Exchange Commission on June 27, 2022 S-8 POS 1 d363789ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 27, 2022 Registration No. 333-176940 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nielsen Holdings plc (Exact name of registrant as specified in its charter) England and Wales 9 |
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| May 26, 2022 |
Nielsen Holdings plc Conflict Minerals Report for the Year Ended December 31, 2021 Exhibit 1.01 Nielsen Holdings plc Conflict Minerals Report for the Year Ended December 31, 2021 This Conflict Minerals Report (?CMR?) for the year ended December 31, 2021 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (?Rule 13p-1?). Rule 13p-1 was adopted by the U.S. Securities and Exchange Commission (the ?SEC?) pursuant to the Dodd-Frank Wall Street |
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| May 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD SPECIALIZED DISCLOSURE REPORT 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) (Commission File Number) (I.R.S. Employer Identification No.) 675 Avenue of the Americas New York, New York, 10010 5th Floor End |
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| May 19, 2022 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Nielsen Holdings plc (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee rate Amount of Filing Fee Fees to be Paid $10,229,505,184 (1) . |
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| May 19, 2022 |
Table of Contents 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 Filed by the Registrant ? 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)) ? Defi |
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| May 18, 2022 |
Submission of Matters to a Vote of Security Holders 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 17, 2022 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) (Commiss |
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| May 13, 2022 |
Financial Statements and Exhibits, Other Events 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 13, 2022 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) (Commiss |
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| May 13, 2022 |
Exhibit 99.1 News Release Investor Relations: Sara Gubins, +1 646 283 7571; [email protected] Media Relations: Connie Kim, +1 240 274 9999; [email protected] Nielsen Announces Expiration of Go-Shop Period After Thorough Outreach, No Alternative Proposals Received New York ? May 13, 2022 ? Nielsen Holdings plc (NYSE: NLSN) (?Nielsen?) today announced the expiration of the 45-day ?go-shop |
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| May 13, 2022 |
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 13, 2022 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) (Commiss |
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| May 10, 2022 |
Page 1 of 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Nielsen Holdings plc (Name of Issuer) Common Stock (Title of Class of Securities) G6518L108 (CUSIP Number) April 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| May 4, 2022 |
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 DFAN14A 1 p22-1414dfan14a.htm NIELSEN HOLDINGS PLC SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant þ 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 ¨ Definitive Add |
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| May 4, 2022 |
EXHIBIT F WINDACRE TO VOTE AGAINST NIELSEN PROPOSALS THAT MAY RESULT IN POTENTIALLY ABUSIVE EQUITY ISSUANCES Believes Nielsen Can Distribute $4. |
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| May 4, 2022 |
NLSN / Nielsen Holdings PLC / WINDACRE PARTNERSHIP LLC - NIELSEN HOLDINGS PLC Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 10)* Nielsen Holdings plc (Name of Issuer) Ordinary shares, par value ?0.07 per share (Title of Class of Securities) G6518L108 (CUSIP Number) The WindAcre Partnership LLC 2200 Post Oak Blvd Suite 1580 Houston, TX 77056 with a copy to: Eleazer Klein, Esq. Marc Weingarten |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? 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 ? Definitive Additional Materials ? Soliciting Material Under Rule 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): ? No fee required. |
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| April 28, 2022 |
Nielsen Reports 1st Quarter 2022 Results Exhibit 99.1 News Release Investor Relations: Sara Gubins, +1 646 283 7571; [email protected] Media Relations: Connie Kim, +1 240 274 9999; [email protected] Nielsen Reports 1st Quarter 2022 Results ? Revenues of $877 million increased 1.6% on a reported basis, 2.5% on a constant currency basis & 3.4% organic constant currency ? Net income per share of $0.28 (diluted, from continuing op |
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| April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35042 Nielsen Ho |
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| April 28, 2022 |
Form of 2022 Performance Restricted Stock Unit Award Agreement (Free Cash Flow Conversion) Exhibit 10.2 NIELSEN HOLDINGS PLC PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (FREE CASH FLOW CONVERSION) THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (the ?Agreement?), is made, effective as of Grant Date (the ?Grant Date?) between Nielsen Holdings plc, a company incorporated under the laws of England and Wales having its registered office in the United Kingdom (hereinafter referr |
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| April 28, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 28, 2022 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) (Commi |
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| April 26, 2022 |
Exhibit E |
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| April 26, 2022 |
NLSN / Nielsen Holdings PLC / WINDACRE PARTNERSHIP LLC - NIELSEN HOLDINGS PLC Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* Nielsen Holdings plc (Name of Issuer) Ordinary shares, par value €0.07 per share (Title of Class of Securities) G6518L108 (CUSIP Number) The WindAcre Partnership LLC 2200 Post Oak Blvd Suite 1580 Houston, TX 77056 with a copy to: Eleazer Klein, Esq. Marc Weingarten, |
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| April 26, 2022 |
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? 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 ? Definitive Additional Materials ? Soliciting Material Under Rule 14a-12 Nielsen Holdings plc (Name of Registrant as Specified in Its Charter) The WindAcre Partnership LLC The WindAcre Partnership Master Fund LP Snehal Amin Rachel Foley Chris Smith (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (check the appropriate box): ? No fee required. |
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| April 25, 2022 |
EXHIBIT D WindAcre to Host Investor Webcast Regarding Nielsen Believes Nielsen?s Stock Price Could Triple in Three Years Webcast Scheduled for Tuesday, April 26th at 8:30 am ET April 25, 2022 08:30 AM Eastern Daylight Time HOUSTON-(BUSINESS WIRE)-The WindAcre Partnership LLC (?WindAcre?) today announced that it will host an investor webcast to outline the business and valuation case for Nielsen Holdings plc (NYSE: NLSN) (?Nielsen? or the ?Company?) and why it opposes the proposed acquisition of Nielsen by a private equity consortium led by Evergreen Coast Capital Corporation, an affiliate of Elliott Investment Management L. |
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| April 25, 2022 |
NLSN / Nielsen Holdings PLC / WINDACRE PARTNERSHIP LLC - NIELSEN HOLDINGS PLC Activist Investment SC 13D/A 1 p22-1366sc13da.htm NIELSEN HOLDINGS PLC SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* Nielsen Holdings plc (Name of Issuer) Ordinary shares, par value €0.07 per share (Title of Class of Securities) G6518L108 (CUSIP Number) The WindAcre Partnership LLC 2200 Post Oak Blvd Suite 1580 Houston, TX 77056 w |
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| April 25, 2022 |
SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant o Filed by a Party other than the Registrant ? Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Additional Materials ? Soliciting Material Under Rule 14a-12 Nielsen Holdings plc (Name of Registrant as Specified in Its Charter) The WindAcre Partnership LLC The WindAcre Partnership Master Fund LP Snehal Amin Rachel Foley Chris Smith (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (check the appropriate box): ? No fee required. |
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| April 18, 2022 |
DEFA14A 1 d333312ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ 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 1 |
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| April 18, 2022 |
NLSN / Nielsen Holdings PLC / WINDACRE PARTNERSHIP LLC - NIELSEN HOLDINGS PLC Activist Investment SC 13D/A 1 p22-1308sc13da.htm NIELSEN HOLDINGS PLC SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* Nielsen Holdings plc (Name of Issuer) Ordinary shares, par value €0.07 per share (Title of Class of Securities) G6518L108 (CUSIP Number) The WindAcre Partnership LLC 2200 Post Oak Blvd Suite 1580 Houston, TX 77056 w |
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| April 14, 2022 |
NLSN / Nielsen Holdings PLC / WINDACRE PARTNERSHIP LLC Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* Nielsen Holdings plc (Name of Issuer) Ordinary shares, par value ?0.07 per share (Title of Class of Securities) G6518L108 (CUSIP Number) The WindAcre Partnership LLC 2200 Post Oak Blvd Suite 1580 Houston, TX 77056 with a copy to: Eleazer Klein, Esq. Marc Weingarten, |
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| April 12, 2022 |
NLSN / Nielsen Holdings PLC / WINDACRE PARTNERSHIP LLC - NIELSEN HOLDINGS PLC Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Nielsen Holdings plc (Name of Issuer) Ordinary shares, par value ?0.07 per share (Title of Class of Securities) G6518L108 (CUSIP Number) The WindAcre Partnership LLC 2200 Post Oak Blvd Suite 1580 Houston, TX 77056 with a copy to: Eleazer Klein, Esq. Marc Weingarten, |
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| April 8, 2022 |
NLSN / Nielsen Holdings PLC / WINDACRE PARTNERSHIP LLC - NIELSEN HOLDINGS PLC Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Nielsen Holdings plc (Name of Issuer) Ordinary shares, par value €0.07 per share (Title of Class of Securities) G6518L108 (CUSIP Number) The WindAcre Partnership LLC 2200 Post Oak Blvd Suite 1580 Houston, TX 77056 with a copy to: Eleazer Klein, Esq. Marc Weingarten, |
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| April 6, 2022 |
NLSN / Nielsen Holdings PLC / WINDACRE PARTNERSHIP LLC - NIELSEN HOLDINGS PLC Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Nielsen Holdings plc (Name of Issuer) Ordinary shares, par value ?0.07 per share (Title of Class of Securities) G6518L108 (CUSIP Number) The WindAcre Partnership LLC 2200 Post Oak Blvd Suite 1580 Houston, TX 77056 with a copy to: Eleazer Klein, Esq. Marc Weingarten, |
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| April 6, 2022 |
2200 Post Oak Boulevard The WindAcre Partnership Suite 1580 Houston, TX 77056 EXHIBIT C The Directors Nielsen Holdings plc 5th Floor Endeavour House, 189 Shaftesbury Avenue, London, WC2H 8JR April 5, 2022 Dear Sirs Request to circulate a resolution at the next annual general meeting (AGM) of Nielsen Holdings plc (Company) under s 338 Companies Act 2006 (CA 2006) Pursuant to s 338 CA 2006, we, the |
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| April 5, 2022 |
Table of Contents 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 ? 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 14 |
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| April 5, 2022 |
DEFA14A 1 d347157ddefa14a.htm 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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| March 30, 2022 |
DEFA14A 1 d301133ddefa14a.htm DEFA14A 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): March 28, 2022 NIELSEN HOLDINGS PLC (Exact name of Registrant as Specified in its Charter) England and Wales 001-35042 98-1225347 (State or Other |
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| March 30, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): March 28, 2022 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) (Commi |
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| March 30, 2022 |
Exhibit 2.1 EXECUTION VERSION TRANSACTION AGREEMENT by and among NIELSEN HOLDINGS PLC, NEPTUNE INTERMEDIATE JERSEY LIMITED and NEPTUNE BIDCO US INC. Dated as of March 28, 2022 TABLE OF CONTENTS Page ARTICLE 1 THE ACQUISITION Section 1.1 The Acquisition 2 Section 1.2 Closing; Effective Time 2 Section 1.3 Certain Adjustments 3 Section 1.4 Payment of Offer Consideration 3 Section 1.5 Treatment of Com |
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| March 30, 2022 |
NLSN / Nielsen Holdings PLC / WINDACRE PARTNERSHIP LLC - NIELSEN HOLDINGS PLC Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Nielsen Holdings plc (Name of Issuer) Ordinary shares, par value €0.07 per share (Title of Class of Securities) G6518L108 (CUSIP Number) The WindAcre Partnership LLC 2200 Post Oak Blvd Suite 1580 Houston, TX 77056 with a copy to: Eleazer Klein, Esq. Marc Weingarten, |
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| March 29, 2022 |
Financial Statements and Exhibits, Other Events 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): March 29, 2022 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) (Commi |
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| March 29, 2022 |
DEFA14A 1 d337775ddefa14a.htm DEFA14A 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): March 29, 2022 NIELSEN HOLDINGS PLC (Exact name of Registrant as Specified in its Charter) England and Wales 001-35042 98-1225347 (State or Other |
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| March 29, 2022 |
DEFA14A 1 d340280ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ 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 1 |
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| March 29, 2022 |
Exhibit 99.1 Nielsen Enters into Agreement to be Acquired by Evergreen- and Brookfield-Led Consortium for $16 Billion Shareholders to receive $28 per share 60% premium to Nielsen?s unaffected stock price Nielsen to commence 45-day go-shop period Transformative Nielsen ONE product rollout remains on track NEW YORK, March 29, 2022 /PRNewswire/ ? Nielsen Holdings plc (NYSE: NLSN) (?Nielsen?) today an |
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| March 29, 2022 |
DEFA14A 1 d340280ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ 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 1 |
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| March 21, 2022 |
EXHIBIT B WINDACRE FULLY SUPPORTS NIELSEN BOARD REJECTION OF ACQUISITION OFFER; WINDACRE INTENDED TO BLOCK PROPOSED TRANSACTION Houston ? March 20, 2022 ? The WindAcre Partnership LLC ("WindAcre") today stated that it fully supports the decision by the Board of Directors ("Board") of Nielsen Holdings plc (NYSE: NLSN) ("Nielsen" or the "Company") to reject the $25. |
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| March 21, 2022 |
NLSN / Nielsen Holdings PLC / WINDACRE PARTNERSHIP LLC - NIELSEN HOLDINGS PLC Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nielsen Holdings plc (Name of Issuer) Ordinary shares, par value €0.07 per share (Title of Class of Securities) G6518L108 (CUSIP Number) The WindAcre Partnership LLC 2200 Post Oak Blvd Suite 1580 Houston, TX 77056 with a copy to: Eleazer Klein, Esq. Marc Weingarten, |
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| March 14, 2022 |
NLSN / Nielsen Holdings PLC / WINDACRE PARTNERSHIP LLC Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Nielsen Holdings plc (Name of Issuer) Ordinary shares, par value €0.07 per share (Title of Class of Securities) G6518L108 (CUSIP Number) The WindAcre Partnership LLC 2200 Post Oak Blvd Suite 1580 Houston, TX 77056 with a copy to: Eleazer Klein, Esq. Marc Weingarten, Esq. Schulte Roth & |
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| February 28, 2022 |
Term Sheet for Karthik Rao, dated as of February 3, 2021 Exhibit 10.14(f) Term Sheet for Karthik Rao Approved February 3, 2021 Name Context Approved Karthik Rao ? Last pay change in November 2019 ? To be appointed S16 Officer on Feb 4th ? Increase in LTI by $400,000 from $800,000 to $1,200,000 (+50%) ? Increase TDC by $400,000 from $2,000,000 to $2,400,000 (+20%) |
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| February 28, 2022 |
Amendment to The Nielsen Company Excess Plan, effective December 31, 2007 Exhibit 10.6(d) AMENDMENT TO THE THE NIELSEN COMPANY EXCESS PLAN Pursuant to Section VI of The Nielsen Company Excess Plan (the ?Plan?) and pursuant to duly authorized Resolutions of The Nielsen Company Administrative Committee, the Plan is hereby amended as set for the below, effective December 31, 2007. I. Section II of the Plan is amended in its entirety and shall now read as follows: ?Section |
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| February 28, 2022 |
Offer Letter to Henry Iglesias, dated as of January 20, 2022 Tom Moran Vice President, Talent Strategy Exhibit 10.14 (g) Henry Iglesias (via email) January 20, 2022 Henry, I am delighted to offer you the position of Controller & Chief Accounting Officer, reporting directly to Linda Zukauckas, Chief Financial Officer. Your hire date is January 31, 2022 or another mutually agreed upon hire date and the effective date of your Section 16 Nielsen Principal Accou |
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| February 28, 2022 |
Form of 2022 Performance Restricted Stock Unit Award Agreement (Average Organic Revenue Growth Rate) Exhibit 10.7(f) NIELSEN HOLDINGS PLC PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (AVERAGE ORGANIC REVENUE GROWTH RATE) THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (the ?Agreement?), is made, effective as of Grant Date (the ?Grant Date?) between Nielsen Holdings plc, a company incorporated under the laws of England and Wales having its registered office in the United Kingdom (herei |
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| February 28, 2022 |
Form of 2022 Restricted Stock Unit Award Agreement EX-10.8(F) 5 nlsnnv-ex108f287.htm EX-10.8(F) Exhibit 10.8(f) RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is hereby made effective as of the Grant Date set forth on the schedule attached hereto as Schedule A (“Schedule A”, such date, the “Grant Date”) between Nielsen Holdings plc, a company incorporated under the laws of England and Wales havin |
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| February 28, 2022 |
4th Quarter 2021 Earnings February 28th, 2022 | 8:00 am ET NYSE: NLSN EXHIBIT 99.2 These materials include 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 relating to ?2022 Full Year Guidance? as well as those that may be identified by words such as ?will, |
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| February 28, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 28, 2022 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) (Co |
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| February 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35042 Nielsen Holding |
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| February 28, 2022 |
Nielsen Reports 4th Quarter and Full Year 2021 Results; Provides 2022 Guidance Exhibit 99.1 News Release Investor Relations: Sara Gubins, +1 646 654 8153; [email protected] Media Relations: Connie Kim, +1 240 274 9999; [email protected] Nielsen Reports 4th Quarter and Full Year 2021 Results; Provides 2022 Guidance ? 2021 revenues of $3.5 billion increased 4.1% on a reported basis, 3.4% on a constant currency basis & 4.9% organic constant currency, above guidance ? |
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| February 28, 2022 |
Nielsen Holdings plc Subsidiaries Exhibit 21.1 NIELSEN HOLDINGS PLC - SUBSIDIARIES/JOINT VENTURES Company Name Country Subsidiaries AGB America S.A. Anguilla Gracenote Argentina S.R.L. Argentina The Nielsen Company (Australia) Pty Ltd Australia Nielsen Television Audience Measurement Pty Ltd Australia NetRatings Australia Pty Limited Australia The Nielsen Company (Holdings) Pty Limited Australia Repucom International Pty Ltd Austr |
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| February 28, 2022 |
Form of 2022 Performance Restricted Stock Unit Award Agreement (Free Cash Flow Conversion) Exhibit 10.7(e) NIELSEN HOLDINGS PLC PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (FREE CASH FLOW CONVERSION) THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (the ?Agreement?), is made, effective as of Grant Date (the ?Grant Date?) between Nielsen Holdings plc, a company incorporated under the laws of England and Wales having its registered office in the United Kingdom (hereinafter ref |
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| February 14, 2022 |
NLSN / Nielsen Holdings PLC / WINDACRE PARTNERSHIP LLC - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 p119220sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nielsen Holdings plc (Name of Issuer) Ordinary Shares, par value €0.07 per share (Title of Class of Securities) G6518L108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statemen |
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| February 14, 2022 |
NLSN / Nielsen Holdings PLC / NOMURA HOLDINGS INC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nielsen Holdings plc (Name of Issuer) Common Stock, par value ?0.07 per share (Title of Class of Securities) G6518L108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 10, 2022 |
NLSN / Nielsen Holdings PLC / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Nielsen Holdings plc Title of Class of Securities: Common Stock CUSIP Number: G6518L108 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| February 10, 2022 |
Page 1 of 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nielsen Holdings plc (Name of Issuer) Common Stock (Title of Class of Securities) G6518L108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| January 25, 2022 |
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): January 25, 2022 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 or |
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| October 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35042 Nielse |
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| October 28, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): October 28, 2021 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) (Com |
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| October 28, 2021 |
3rd Quarter 2021 Earnings October 28th, 2021 | 8:00 am ET NYSE: NLSN Exhibit 99.2 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 relating to ?2021 Full Year Guidance? as well as those that may be identified by words such as ?wi |
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| October 28, 2021 |
NIELSEN REPORTS 3rd QUARTER 2021 RESULTS Exhibit 99.1 News Release Investor Relations: Sara Gubins, +1 646 654 8153; [email protected] Media Relations: Connie Kim, +1 240 274 9999; [email protected] NIELSEN REPORTS 3rd QUARTER 2021 RESULTS ? Revenues increased 5.5% to $882 million on a reported basis, 5.1% on a constant currency basis & 6.6% organic ? Net income per share of $0.32 (diluted, from continuing operations); Adjuste |
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| October 19, 2021 |
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): October 15, 2021 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) (Com |
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| July 29, 2021 |
EX-99.2 3 nlsnnv-ex992536.htm EX-99.2 July 29th, 2021 | 8:00 am ET NYSE: NLSN 2nd QUARTER 2021 EARNINGS Copyright © 2021 The Nielsen Company (US), LLC. Confidential and proprietary. Do not distribute. Exhibit 99.2 FORWARD-LOOKING STATEMENTS This communication includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities L |
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| July 29, 2021 |
NIELSEN REPORTS 2nd QUARTER 2021 RESULTS Exhibit 99.1 News Release Investor Relations: Sara Gubins, +1 646 654 8153 Media Relations: Meg Chari, +1 647 616 8181 NIELSEN REPORTS 2nd QUARTER 2021 RESULTS ? Revenues of $861 million increased 6.2% on a reported basis, 4.5% on a constant currency basis & 6.2% organic ? Net income per share of $0.24 (diluted, from continuing operations); Adjusted EPS of $0.43 ? Increasing 2021 guidance: raising |
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| July 29, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): July 29, 2021 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) (Commis |
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| July 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35042 Nielsen Hol |
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| June 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K 11-K 1 nlsnnv-11k20201231.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35042 A. Full ti |
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| June 1, 2021 |
Nielsen Holdings plc Conflict Minerals Report for the Year Ended December 31, 2020 EX-1.01 2 d58897dex101.htm EX-1.01 Exhibit 1.01 Nielsen Holdings plc Conflict Minerals Report for the Year Ended December 31, 2020 This Conflict Minerals Report (“CMR”) for the year ended December 31, 2020 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (“Rule 13p-1”). Rule 13p-1 was adopted by the U.S. Securities and Exchange Commission (the “SEC”) pur |
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| June 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD SPECIALIZED DISCLOSURE REPORT 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) (Commission File Number) (I.R.S. Employer Identification No.) 85 Broad Street New York, New York, 10004 Nielsen House John Smith |
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| May 28, 2021 |
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 28, 2021 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) (Commiss |
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| May 28, 2021 |
EX-4.2 3 d146227dex42.htm EX-4.2 Exhibit 4.2 INDENTURE Dated as of May 28, 2021 Among NIELSEN FINANCE LLC, NIELSEN FINANCE CO., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee 4.750% SENIOR NOTES DUE 2031 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 24 Se |
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| May 28, 2021 |
Exhibit 4.1 INDENTURE Dated as of May 28, 2021 Among NIELSEN FINANCE LLC, NIELSEN FINANCE CO., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee 4.500% SENIOR NOTES DUE 2029 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 24 Section 1.03 Incorporation by Refer |
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| May 27, 2021 |
Submission of Matters to a Vote of Security Holders 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 25, 2021 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) (Commiss |
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| May 25, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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, 2021 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) (Commiss |
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| May 25, 2021 |
Investor Relations: Sara Gubins, +1 646 654 8153 Exhibit 99.1 News Release Investor Relations: Sara Gubins, +1 646 654 8153 Nielsen Prices $625 Million of 4.500% Senior Notes Due 2029 and $625 Million of 4.750% Senior Notes Due 2031 New York, New York ? May 24, 2021 ? Nielsen Holdings plc (NYSE: NLSN) (?Nielsen?) today announced that its indirect wholly owned subsidiaries, Nielsen Finance LLC and Nielsen Finance Co. (the ?Issuers?), priced $625 |
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| May 24, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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, 2021 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) (Commiss |
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| May 24, 2021 |
Investor Relations: Sara Gubins, +1 646 654 8153 EX-99.1 2 d53380dex991.htm EX-99.1 Exhibit 99.1 News Release Investor Relations: Sara Gubins, +1 646 654 8153 Nielsen Announces $1 Billion Debt Refinancing New York, New York – May 24, 2021 – Nielsen Holdings plc (NYSE: NLSN) (“Nielsen”) today announced that its indirect wholly owned subsidiaries, Nielsen Finance LLC and Nielsen Finance Co. (the “Issuers”), are proposing to issue $500 million aggr |
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| May 11, 2021 |
DEFA14A 1 d918179ddefa14a.htm 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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| May 6, 2021 |
Form of 2021 Performance Restricted Stock Unit Award Agreement (Average Organic Revenue Growth Rate) Exhibit 10.6 NIELSEN HOLDINGS PLC PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (AVERAGE ORGANIC REVENUE GROWTH RATE) THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (the ?Agreement?), is made, effective as of #GrantDate# (the ?Grant Date?) between Nielsen Holdings plc, a company incorporated under the laws of England and Wales having its registered office in the United Kingdom (hereina |
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| May 6, 2021 |
EX-99.2 3 nlsnnv-ex992668.htm EX-99.2 May 6th, 2021 | 8:00 am ET NYSE: NLSN 1st QUARTER 2021 EARNINGS Copyright © 2021 The Nielsen Company (US), LLC. Confidential and proprietary. Do not distribute. Exhibit 99.2 FORWARD-LOOKING STATEMENTS This communication includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Lit |
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| May 6, 2021 |
NIELSEN REPORTS 1st QUARTER 2021 RESULTS Exhibit 99.1 News Release Investor Relations: Sara Gubins, +1 646 654 8153 Media Relations: Meg Chari, +1 647 616 8181 NIELSEN REPORTS 1st QUARTER 2021 RESULTS ? Completed the sale of Nielsen Global Connect on March 5, 2021; reported as discontinued operations as of Q1?21 ? Revenues of $863 million increased 2.5% on a reported basis, 1.3% on a constant currency basis & 2.3% organic ? Net income pe |
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| May 6, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 6, 2021 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) (Commissi |
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| May 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35042 Nielsen Ho |
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| May 6, 2021 |
Form of 2021 Performance Stock Option Agreement Exhibit 10.3 PERFORMANCE STOCK OPTION AGREEMENT THIS GRANT is hereby made effective as of the Grant Date set forth on the schedule attached hereto as Schedule A (?Schedule A?, such date, the ?Grant Date?) by and between Nielsen Holdings plc, a company incorporated under the laws of England and Wales, having its registered office in the United Kingdom (hereinafter referred to as the ?Company?), and |
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| May 6, 2021 |
Form of 2021 Restricted Stock Unit Award Agreement Exhibit 10.4 RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the ?Agreement?) is hereby made effective as of the Grant Date set forth on the schedule attached hereto as Schedule A (?Schedule A?, such date, the ?Grant Date?) between Nielsen Holdings plc, a company incorporated under the laws of England and Wales having its registered office in the United Kingdom (h |
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| May 6, 2021 |
Form of 2021 Performance Restricted Stock Unit Award Agreement (Free Cash Flow Conversion) Exhibit 10.5 NIELSEN HOLDINGS PLC PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (FREE CASH FLOW CONVERSION) THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (the ?Agreement?), is made, effective as of #GrantDate# (the ?Grant Date?) between Nielsen Holdings plc, a company incorporated under the laws of England and Wales having its registered office in the United Kingdom (hereinafter refer |
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| April 23, 2021 |
STEPHANIE PLAINES JOINS NIELSEN BOARD OF DIRECTORS Exhibit 99.1 News Release Investor Relations: Sara Gubins, [email protected] Media Relations: Meg Chari, [email protected] STEPHANIE PLAINES JOINS NIELSEN BOARD OF DIRECTORS New York, NY ? Apr. 23, 2021 ? Nielsen Holdings plc (NYSE: NLSN) announced today the addition of Stephanie Plaines as a member of the company?s Board of Directors, effective Wednesday, April 21, 2021. She has been ap |
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| April 23, 2021 |
DEFA14A 1 d177036ddefa14a.htm 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 ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| April 23, 2021 |
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 ☒ 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)) ☐ Defin |
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| April 23, 2021 |
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): April 21, 2021 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 orga |
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| April 12, 2021 |
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 ? 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)) ? Defin |
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| April 12, 2021 |
Table of Contents 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 ☒ 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 14 |
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| March 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): March 11, 2021 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 or |
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| March 17, 2021 |
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): March 11, 2021 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 orga |
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| March 11, 2021 |
Exhibit 10.1 Execution Copy SEPARATION AGREEMENT AND RELEASE THIS SEPARATION AGREEMENT AND RELEASE (the ?Agreement?) is made by and between David Rawlinson (the ?Executive?), Nielsen Holdings plc, a company incorporated under the laws of England and Wales, having its registered office in the United Kingdom ( ?Nielsen Media? and together with its subsidiaries and affiliates, the ?Nielsen Media Grou |
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| March 11, 2021 |
Warrant by and between VNU International B.V. and AI PAVE Dutchco I B.V., dated as of March 5, 2021. Exhibit 10.2 PRIVILEGED AND CONFIDENTIAL R&G Draft 3/4/2021 WARRANT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR AN EXEM |
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| March 11, 2021 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On March 5, 2021 (the ?Closing?), Nielsen Holdings plc (the ?Company? or ?Nielsen?) completed the previously announced sale of the Company?s Global Connect business (such business, ?Global Connect,? and the sale of Global Connect, the ?Transaction?), pursuant to the Stock Purchase Agreement dated as of October 31, 2020 (t |
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| March 11, 2021 |
NIELSEN ANNOUNCES COMPLETION OF SALE OF GLOBAL CONNECT BUSINESS TO ADVENT INTERNATIONAL EX-99.1 Exhibit 99.1 NIELSEN ANNOUNCES COMPLETION OF SALE OF GLOBAL CONNECT BUSINESS TO ADVENT INTERNATIONAL Investor Relations: Sara Gubins, +1 646 654 8153 Media Relations: Stacy Perrus, +1 443 627 0563 NEW YORK, [TK] – Nielsen Holdings plc (“Nielsen”) (NYSE: NLSN) announced today that it has completed the previously announced sale of NielsenIQ to affiliates of Advent International, in partnersh |
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| March 11, 2021 |
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): March 5, 2021 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) (Commis |
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| March 5, 2021 |
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): March 1, 2021 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 organ |
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| February 25, 2021 |
February 25, 2021 | 8:00 am ET NYSE: NLSN 4th QUARTER 2020 EARNINGS Copyright ? 2021 The Nielsen Company (US), LLC. |
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| February 25, 2021 |
Exhibit 4.2(u) Execution Version NINETEENTH SUPPLEMENTAL INDENTURE Supplemental Indenture (this ?Supplemental Indenture?), dated as of February 24, 2020, between TNC Europe B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands and registered with the Dutch Commercial Register (Handelsregister) under numb |
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| February 25, 2021 |
Exhibit 4.3(h) Execution Version SEVENTH SUPPLEMENTAL INDENTURE Supplemental Indenture (this ?Supplemental Indenture?), dated as of February 24, 2020, between TNC Europe B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands and registered with the Dutch Commercial Register (Handelsregister) under number |
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| February 25, 2021 |
The Nielsen Company Deferred Compensation Plan (as Amended and Restated Effective November 22, 2016) EX-10.2 11 nlsnnv-ex102759.htm EX-10.2 Exhibit 10.2 1 Final THE NIELSEN COMPANY DEFERRED COMPENSATION PLAN (Originally Effective April 1, 2003) (As Amended and Restated Effective November 22, 2016) 1.Purpose; Effectiveness. (a)The purpose of The Nielsen Company Deferred Compensation Plan, as amended (the “Plan”), is to provide certain members of a select group of management or highly compensated e |
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| February 25, 2021 |
Exhibit 4.1(w) Execution Version TWENTY-SECOND SUPPLEMENTAL INDENTURE Supplemental Indenture (this ?Supplemental Indenture?), dated as of June 25, 2020, between The Nielsen Company (Europe) S?rl, a Switzerland soci?t? ? responsabilit? limit?e (the ?Guaranteeing Subsidiary?), an affiliate of The Nielsen Company (Luxembourg) S.? r.l., a Luxembourg soci?t? ? responsabilit? limit?e (the ?Issuer?), and |
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| February 25, 2021 |
EX-4.2(W) 7 nlsnnv-ex42w767.htm EX-4.2(W) Exhibit 4.2(w) Execution Version TWENTY-FIRST SUPPLEMENTAL INDENTURE Supplemental Indenture (this “Supplemental Indenture”), dated as of June 25, 2020, between Brandbank Limited, a private limited company incorporated in England and Wales (registered no. 03650275) (the “Guaranteeing Subsidiary”), an affiliate of Nielsen Finance LLC, a Delaware limited liab |
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| February 25, 2021 |
NIELSEN REPORTS 4th QUARTER AND FULL YEAR 2020 RESULTS; PROVIDES 2021 GUIDANCE Exhibit 99.1 News Release Investor Relations: Sara Gubins, +1 646 654 8153 Media Relations: Stacy Perrus, +1 443 627 0563 NIELSEN REPORTS 4th QUARTER AND FULL YEAR 2020 RESULTS; PROVIDES 2021 GUIDANCE ● 2020 Revenues Decreased 3.2% on a Reported Basis and 2.3% on a Constant Currency Basis, In Line with Guidance ● 2020 GAAP Diluted Net Loss per Share of $0.02; Adjusted Earnings per Share of $1.67, |
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| February 25, 2021 |
EX-4.1(V) 2 nlsnnv-ex41v760.htm EX-4.1(V) Exhibit 4.1(v) Execution Version TWENTY-FIRST SUPPLEMENTAL INDENTURE Supplemental Indenture (this “Supplemental Indenture”), dated as of February 24, 2020, between TNC Europe B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands and registered with the Dutch Comm |
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| February 25, 2021 |
Nielsen Holdings plc Subsidiaries Exhibit 21.1 THE NIELSEN COMPANY - SUBSIDIARIES/JOINT VENTURES December 31, 2020 # Company Country % 1816 ACNielsen AMER Algeria EURL Algeria AMER Research Limited CY 100 2408 AGB America S.A. Anguilla AGB Nielsen Media Research B.V. NL 100 3634 Gracenote Argentina S.R.L. Argentina Gracenote Media Services, LLC Gracenote South America Holdco, LLC US US 90 10 2916 The Nielsen Company South America |
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| February 25, 2021 |
Form of Nielsen Holdings plc 2020 Performance Restricted Stock Unit Award Agreement (Cumulative EPS) Exhibit 10.3(g) NIELSEN HOLDINGS PLC PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (CUMULATIVE EPS) THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (the ?Agreement?), is made, effective as of March 18, 2020 (the ?Grant Date?) between Nielsen Holdings plc, a company incorporated under the laws of England and Wales having its registered office in the United Kingdom (hereinafter referred t |
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| February 25, 2021 |
Form of Nielsen Holdings plc 2020 Performance Restricted Stock Unit Award Agreement (Revenue) Exhibit 10.3(f) NIELSEN HOLDINGS PLC PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (REVENUE) THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (the ?Agreement?), is made, effective as of March 18, 2020 (the ?Grant Date?) between Nielsen Holdings plc, a company incorporated under the laws of England and Wales having its registered office in the United Kingdom (hereinafter referred to as th |
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| February 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35042 Nielsen Holding |
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| February 25, 2021 |
EX-4.1(X) 4 nlsnnv-ex41x762.htm EX-4.1(X) Exhibit 4.1(x) Execution Version TWENTY-THIRD SUPPLEMENTAL INDENTURE Supplemental Indenture (this “Supplemental Indenture”), dated as of June 25, 2020, between Brandbank Limited, a private limited company incorporated in England and Wales (registered no. 03650275) (the “Guaranteeing Subsidiary”), an affiliate of The Nielsen Company (Luxembourg) S.à r.l., a |
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| February 25, 2021 |
EX-4.3(J) 10 nlsnnv-ex43j764.htm EX-4.3(J) Exhibit 4.3(j) Execution Version NINTH SUPPLEMENTAL INDENTURE Supplemental Indenture (this “Supplemental Indenture”), dated as of June 25, 2020, between Brandbank Limited, a private limited company incorporated in England and Wales (registered no. 03650275) (the “Guaranteeing Subsidiary”), an affiliate of The Nielsen Company (Luxembourg) S.à r.l., a Luxem |
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| February 25, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 25, 2021 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) (Co |
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| February 25, 2021 |
Form 2020 Restricted Stock Unit Award Agreement EX-10.13(D) 14 nlsnnv-ex1013d758.htm EX-10.13(D) Exhibit 10.13(d) RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is hereby made effective as of the Grant Date set forth on the schedule attached hereto as Schedule A (“Schedule A”, such date, the “Grant Date”) between Nielsen Holdings plc, a company incorporated under the laws of England and Wales |
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| February 25, 2021 |
EX-4.2(V) 6 nlsnnv-ex42v768.htm EX-4.2(V) Exhibit 4.2(v) Execution Version TWENTIETH SUPPLEMENTAL INDENTURE Supplemental Indenture (this “Supplemental Indenture”), dated as of June 25, 2020, between The Nielsen Company (Europe) Sàrl, a Switzerland société à responsabilité limitée (the “Guaranteeing Subsidiary”), an affiliate of Nielsen Finance LLC, a Delaware limited liability company and Nielsen |
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| February 25, 2021 |
Exhibit 4.3(i) Execution Version EIGHTH SUPPLEMENTAL INDENTURE Supplemental Indenture (this ?Supplemental Indenture?), dated as of June 25, 2020, between The Nielsen Company (Europe) S?rl, a Switzerland soci?t? ? responsabilit? limit?e (the ?Guaranteeing Subsidiary?), an affiliate of The Nielsen Company (Luxembourg) S.? r.l., a Luxembourg soci?t? ? responsabilit? limit?e (the ?Issuer?), and Deutsc |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nielsen Holdings plc (Name of Issuer) Ordinary Shares, par value €0.07 per share (Title of Class of Securities) G6518L108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the r |
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| February 16, 2021 |
Page 1 of 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nielsen Holdings plc (Name of Issuer) Common Stock (Title of Class of Securities) G6518L108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| February 16, 2021 |
EX-99.1 2 nielsenex991021621.htm JOINT FILING AGREEMENT EXHIBIT 99.1 Joint Filing Agreement The undersigned acknowledge and agree that the Schedule 13G with respect to beneficial ownership by the undersigned of shares of Common Stock, par value €0.07 per share, of Nielsen Holdings plc filed on or about the date hereof is being filed on behalf of each of the undersigned in accordance with Rule 13d- |
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| February 11, 2021 |
Submission of Matters to a Vote of Security Holders 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): February 11, 2021 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) (Co |
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| February 10, 2021 |
SC 13G/A 1 tv01490-nielsenholdingsplc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Nielsen Holdings plc Title of Class of Securities: Common Stock CUSIP Number: G6518L108 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to desi |
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| February 8, 2021 |
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): February 3, 2021 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 or |
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| February 1, 2021 |
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): February 1, 2021 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) (Com |
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| February 1, 2021 |
DEFA14A 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): February 1, 2021 NIELSEN HOLDINGS PLC (Exact name of registrant as specified in its charter) England and Wales 001-35042 98-1225347 (State or other jurisdiction of incorporati |
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| December 23, 2020 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| December 9, 2020 |
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 Filed by the Registrant ☒ 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 Pro |
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| December 9, 2020 |
“New Nielsen” Debuts at Investor Day 2020 EX-99.1 Exhibit 99.1 News Release Investor Relations: Sara Gubins, +1 646 654 8153 Media Relations: Fernanda Paredes, +1 917 291 1196 “New Nielsen” Debuts at Investor Day 2020 • Accelerating Growth Across Three Essential Solutions: Audience Measurement, Audience Outcomes and Gracenote Content Services • Reiterates Recently Improved 2020 Outlook and Will Provide Preliminary 2021 Outlook New York, U |
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| December 9, 2020 |
EX-99.2 Exhibit 99.2 December 9th, 2020 Copyright © 2020 The Nielsen Company (US), LLC. Confidential and proprietary. Do not distribute. 1 Copyright © 2020 The Nielsen Company (US), LLC. Confidential and proprietary. Do not distribute.Exhibit 99.2 December 9th, 2020 Copyright © 2020 The Nielsen Company (US), LLC. Confidential and proprietary. Do not distribute. 1 Copyright © 2020 The Nielsen Company |
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| December 9, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - 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): December 9, 2020 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 or |
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| December 1, 2020 |
PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| November 3, 2020 |
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 Filed by the Registrant ☒ 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 Pro |
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| November 2, 2020 |
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 Filed by the Registrant ☒ 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 Pro |
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| November 2, 2020 |
DEFA14A 1 d88433ddefa14a.htm DEFA14A 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): October 31, 2020 NIELSEN HOLDINGS PLC (Exact name of registrant as specified in its charter) England and Wales 001-35042 98-1225347 (State or othe |
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| November 2, 2020 |
NYSE: NLSN 3RD QUARTER 2020 EARNINGS November 2, 2020 | 8:00 am ET EX-99.2 3 nlsnnv-ex992593.htm EX-99.2 NYSE: NLSN 3RD QUARTER 2020 EARNINGS November 2, 2020 | 8:00 am ET 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 below relating to the proposed sale by Nielsen of its Global Conn |
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| November 2, 2020 |
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 Filed by the Registrant ☒ 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 Pro |
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| November 2, 2020 |
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 Filed by the Registrant ☒ 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 Pro |
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| November 2, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35042 Nielse |
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| November 2, 2020 |
EX-99.4 Exhibit 99.4 MEDIA INTERNAL TALKING POINTS & FAQs MEDIA INTERNAL TALKING POINTS Confidential for Internal Use Only • The board has decided to sell the Connect business to Advent International—one of the largest and most experienced global private equity investors—instead of spinning off Connect as a separate publicly-traded company. ○ Advent International is a global private equity firm fo |
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| November 2, 2020 |
NIELSEN REPORTS 3rd QUARTER 2020 RESULTS Exhibit 99.1 News Release Investor Relations: Sara Gubins, +1 646 654 8153 Media Relations: Fernanda Paredes, +1 917 291 1196 NIELSEN REPORTS 3rd QUARTER 2020 RESULTS ● Revenues of $1,563 million decreased 3.3% on a reported basis and decreased 3.0% on a constant currency basis ● Optimization plan contributing meaningfully to profit growth ● Raising adjusted EBITDA and adjusted EBITDA margin and F |
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| November 2, 2020 |
EX-2.1 Exhibit 2.1 STOCK PURCHASE AGREEMENT BY AND AMONG NIELSEN HOLDINGS PLC, INDY US BIDCO, LLC AND INDY DUTCH BIDCO B.V. Dated as of October 31, 2020 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Other Defined Terms 22 ARTICLE II PURCHASE AND SALE; CLOSING 25 Section 2.1 Purchase and Sale 25 Section 2.2 Purchase Price 26 Section 2.3 Closing Date 26 Section 2.4 |
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| November 2, 2020 |
EX-99.2 4 d88433dex992.htm EX-99.2 Exhibit 99.2 Nielsen (Twitter @Nielsen) • Tweet: Read the full announcement here: [link to Nielsen Holdings plc press release below] A Linkedin post related to the transaction: Nielsen • Post: Read the full announcement containing important information: [link to Nielsen Holdings plc press release below] Each of the communications on Twitter and LinkedIn included |
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| November 2, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): October 31, 2020 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) (Com |
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| November 2, 2020 |
EX-99.1 3 d88433dex991.htm EX-99.1 Exhibit 99.1 Nielsen Announces Sale of Global Connect Business to Advent International for $2.7 Billion 11-01-2020 Advent, in partnership with former TransUnion CEO Jim Peck, will accelerate Nielsen Global Connect’s transformation and support its continued innovation in consumer and market measurement. Nielsen to hold a conference call to discuss today’s announce |
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| November 2, 2020 |
EX-99.5 7 d88433dex995.htm EX-99.5 Exhibit 99.5 CONNECT INTERNAL TALKING POINTS & FAQs CONNECT INTERNAL TALKING POINTS Confidential for Internal Use Only FOR CONNECT LEADERS • The board has decided to sell the Connect business to Advent International—one of the largest and most experienced global private equity investors—instead of spinning off Connect as a separate publicly-traded company. • Afte |
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| November 2, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): November 2, 2020 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) (Com |
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| November 2, 2020 |
EX-99.3 Exhibit 99.3 From: David Kenny To: All Media & Connect Associates (all company) INTERNAL ONLY Spanish version UPDATE: NIELSEN HOLDINGS TO SELL GLOBAL CONNECT BUSINESS TO ADVENT INTERNATIONAL Minutes ago we announced that our Board of Directors has decided to sell the Nielsen Global Connect business to Advent International, one of the largest and most experienced global private equity inves |
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| September 24, 2020 |
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): September 24, 2020 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) (C |
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| September 24, 2020 |
EX-4.1 2 d48786dex41.htm EX-4.1 Exhibit 4.1 Execution Version INDENTURE Dated as of September 24, 2020 Among NIELSEN FINANCE LLC, NIELSEN FINANCE CO., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee 5.625% SENIOR NOTES DUE 2028 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 |
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| September 24, 2020 |
EX-4.2 Exhibit 4.2 Execution Version INDENTURE Dated as of September 24, 2020 Among NIELSEN FINANCE LLC, NIELSEN FINANCE CO., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee 5.875% SENIOR NOTES DUE 2030 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 26 Sect |
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| September 10, 2020 |
EX-99.1 Exhibit 99.1 Nielsen Prices $1 Billion of 5.625% Senior Notes Due 2028 and $750 Million of 5.875% Senior Notes Due 2030 New York – Sept. 10, 2020 – Nielsen Holdings plc (NYSE: NLSN) (“Nielsen”) today announced that its indirect wholly owned subsidiaries, Nielsen Finance LLC and Nielsen Finance Co. (the “Issuers”), priced $1 billion aggregate principal amount of 5.625% senior notes due 2028 |
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| September 10, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): September 10, 2020 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) (C |
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| September 9, 2020 |
EX-99.2 Exhibit 99.2 After giving effect to our previously announced plan to spin-off our Nielsen Global Connect business (“Connect”), creating two independent, publicly traded companies (the “Connect separation and distribution”), our preliminary pro forma revenue would have been $3,412 million and preliminary Pro Forma Adjusted EBITDA would have been $1,446 million for the last twelve months end |
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| September 9, 2020 |
EX-99.1 2 d116077dex991.htm EX-99.1 Exhibit 99.1 Nielsen Announces $1 Billion Debt Offering and Delivery of Conditional Notice of Partial Redemption of its 5.500% Senior Notes due 2021 and its 5.000% Senior Notes due 2022 New York, New York – September 9, 2020 – Nielsen Holdings plc (NYSE: NLSN) (“Nielsen”) today announced that its indirect wholly owned subsidiaries, Nielsen Finance LLC and Nielse |
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| September 9, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - 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): September 9, 2020 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) (Co |
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| August 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35042 Nielsen Hol |
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| August 5, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): August 5, 2020 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) (Commi |
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| August 5, 2020 |
NYSE: NLSN 2ND QUARTER 2020 EARNINGS Wednesday, August 5, 2020 | 8:00 am ET EXHIBIT 99. |
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| August 5, 2020 |
NIELSEN REPORTS 2nd QUARTER 2020 RESULTS Exhibit 99.1 News Release Investor Relations: Sara Gubins, +1 646 654 8153 Media Relations: Fernanda Paredes, +1 917 291 1196 NIELSEN REPORTS 2nd QUARTER 2020 RESULTS • Revenues of $1,496 million decreased 8.1% on a reported basis and decreased 5.9% on a constant currency basis • Diluted net loss per share of $(0.08) and adjusted earnings per share of $0.41 • Revising 2020 guidance: raising adjust |
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| July 22, 2020 |
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): July 21, 2020 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) (Commis |
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| July 22, 2020 |
EX-4.1 2 d46218dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION AMENDMENT NO. 1 AMENDMENT NO. 1, dated as of July 21, 2020 (this “Amendment”), relating to that certain Credit Agreement, dated as of June 4, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Amendment No.1 Effective Date, the “Existing Credit Agreement”), among NIELSEN F |
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| July 22, 2020 |
EX-4.2 Exhibit 4.2 EXECUTION VERSION AMENDMENT AGREEMENT AMENDMENT AGREEMENT, dated as of July 21, 2020 (this “Amendment”), relating to that certain Fifth Amended and Restated Credit Agreement, dated as of June 29, 2018 (as amended, restated, supplemented or otherwise modified from time to time prior to the Sixth A&R Effective Date, the “Existing Credit Agreement”), among NIELSEN FINANCE LLC, a De |
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| July 13, 2020 |
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): July 13, 2020 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 organ |
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| July 7, 2020 |
NIELSEN ANNOUNCES BROAD-BASED OPTIMIZATION PLAN TO ACCELERATE TRANSFORMATION EX-99.1 2 d866378dex991.htm EX-99.1 Exhibit 99.1 Investor Relations: Sara Gubins, +1 646 654 8153 Media Relations: Laura Nelson, +1 203 563 2929 NIELSEN ANNOUNCES BROAD-BASED OPTIMIZATION PLAN TO ACCELERATE TRANSFORMATION New York, USA – July 7, 2020 – Nielsen Holdings plc (NYSE: NLSN) today announced a broad-based optimization plan to drive permanent cost savings and operational efficiencies, as |
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| July 7, 2020 |
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 30, 2020 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 organ |
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| June 22, 2020 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35042 A. Full title of the plan and the address of the plan, if d |
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| June 4, 2020 |
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 4, 2020 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) (Commiss |
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| June 4, 2020 |
EX-4.1 Exhibit 4.1 CREDIT AGREEMENT Dated as of June 4, 2020 among NIELSEN FINANCE LLC, as U.S. Borrower, NIELSEN HOLDING AND FINANCE B.V., as Dutch Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME CITIBANK, N.A., as Administrative Agent, THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME, JPMORGAN CHASE BANK, N.A., CITIBANK, N.A., BNP PARIBAS, HSBC SECURITIES (USA) INC., MIZUHO BANK, LTD., M |
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| May 29, 2020 |
SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form SD SPECIALIZED DISCLOSURE REPORT 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) (Commission File Number) (I.R.S. Employer Identification No.) 85 Broad Street New York, New York 10004 (Address of principal |
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| May 29, 2020 |
Nielsen Holdings plc Conflict Minerals Report for the Year Ended December 31, 2019 EX-1.01 Exhibit 1.01 Nielsen Holdings plc Conflict Minerals Report for the Year Ended December 31, 2019 This Conflict Minerals Report (“CMR”) for the year ended December 31, 2019 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (“Rule 13p-1”). Rule 13p-1 was adopted by the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Dodd-Frank Wal |
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| May 14, 2020 |
Submission of Matters to a Vote of Security Holders 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 12, 2020 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) (Commiss |
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| May 7, 2020 |
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 ☒ 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)) |
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| May 5, 2020 |
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 5, 2020 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 organiz |
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| May 5, 2020 |
Christopher Taft Senior Vice President & Corporate Controller May 5, 2020 VIA EDGAR Mr. |
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| May 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-350 |
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| April 30, 2020 |
EXHIBIT 10.1 EXECUTION COPY AMENDED AND RESTATED NIELSEN HOLDINGS PLC SEVERANCE POLICY FOR SECTION 16 OFFICERS AND UNITED STATES-BASED SENIOR EXECUTIVES ARTICLE I Purpose and Effectiveness Nielsen Holdings plc (the “Company”) has adopted this Severance Policy for Section 16 Officers and United States-Based Senior Executives (the “Policy”), effective as of July 20, 2017, to provide eligible employe |
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| April 30, 2020 |
Exhibit 10.2 Brendon Perkins SVP, Global Compensation & Benefits [ ], 2020 [Section 16 Officer] RE: Voluntary Salary and Bonus Reduction Program Due to Covid-19 Pandemic Dear [Section 16 Officer], As you recently heard, due to the current uncertain economic conditions, Nielsen (the “Company”) has made the difficult decision to adopt a voluntary salary and bonus reduction program. Both David Kenny |
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| April 30, 2020 |
NYSE: NLSN 1ST QUARTER 2020 EARNINGS Thursday, April 30, 2020 | 8:00 am ET EXHIBIT 99. |
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| April 30, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35042 Nielsen Ho |
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| April 30, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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): April 29, 2020 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) (Commi |
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| April 30, 2020 |
EXHIBIT 99.3 EXECUTION VERSION COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”), dated as of April 29, 2020, is by and among Elliott Management Corporation, a Delaware corporation, Elliott Investment Management L.P., a Delaware limited partnership, Elliott Associates, L.P., a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands limited partnership (eac |
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| April 30, 2020 |
EXHIBIT 99.4 News Release Investor Relations: Sara Gubins, +1 646 654 8153 Media Relations: Laura Nelson, +1 203 563 2929 Nielsen to Appoint Jonathan Miller to Board of Directors Forming Finance Committee of the Board Enters into Information Sharing and Cooperation Agreements with Elliott Management NEW YORK, NY – April 30, 2020 — Nielsen (NYSE: NLSN) (the “Company”) announced today that it plans |
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| April 30, 2020 |
NIELSEN REPORTS 1st QUARTER 2020 RESULTS EX-99.1 2 nlsnnv-ex9917.htm EX-99.1 Exhibit 99.1 News Release Investor Relations: Sara Gubins, +1 646 654 8153 Media Relations: Laura Nelson, +1 203 563 2929 NIELSEN REPORTS 1st QUARTER 2020 RESULTS ● Revenues of $1,559 million decreased 0.3% on a reported basis and increased 1.5% on a constant currency basis ● Diluted net loss per share of $0.05 and adjusted earnings per share of $0.29 ● Updated |
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| April 29, 2020 |
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): April 27, 2020 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 orga |
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| April 27, 2020 |
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 ☒ 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)) |
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| April 1, 2020 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 1, 2020 |
NLSN / Nielsen Holdings PLC DEFA14A - - 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 ☒ 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)) ☐ Defin |
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| March 26, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2020 NIELSEN HOLDINGS PLC (Exact name of registrant as specified in its charter) England and Wales 001-35042 98-1225347 (State or other jurisdiction o |
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| March 20, 2020 |
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): March 18, 2020 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 orga |
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| February 27, 2020 |
Exhibit 10.4(j) SEPARATION, NON-DISPARAGEMENT, & GENERAL RELEASE AGREEMENT The following Separation, Non-Disparagement, and General Release Agreement (the "Agreement") is hereby entered into between David Anderson (“I”, "me" or “Employee”) and Nielsen Holdings plc (“Employer”). WHEREAS, effective December 31, 2019, Employee resigned his employment from the Company without Good Reason as defined in |
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| February 27, 2020 |
NYSE: NLSN 4th quarter 2019 EARNINGS Thursday, February 27, 2020 | 8:00 am ET Exhibit 99. |
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| February 27, 2020 |
Exhibit 10.4(g) David Kenny Chief Executive Officer December 13, 2019 Ms. Laurie Lovett Dear Laurie, I am delighted to offer you the position of Chief Human Resources Officer, Nielsen Holdings based in our New York City office, to myself. Your hire date is January 13, 2020. Upon the completion of the separation or other similar disposition of the Connect business, your title will become Chief Huma |
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| February 27, 2020 |
EX-4.6 2 nlsnnv-ex46855.htm EX-4.6 Exhibit 4.6 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2019, Nielsen Holdings plc (“Nielsen”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), being its ordinary shares. Description of Common Stock |
