Form DEF 14A Nielsen Holdings plc For: May 21

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:

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):

(incorporated and registered in England and Wales with registered no. 09422989)

Registered Office:

Nielsen House

John Smith Drive

Oxford

Oxfordshire

OX4 2WB

United Kingdom

April 9, 2019

Dear Fellow Shareholders,

On behalf of the Board of Directors (the “Board”), I cordially invite you to attend the Annual General Meeting of Shareholders of Nielsen Holdings plc (the “Company” or “Nielsen”) to be held at 9:00 a.m. (Eastern Time) on Tuesday, May 21, 2019 (the “Annual Meeting”). The Annual Meeting will be held online at nielsen.onlineshareholdermeeting.com or, to attend in person, please come to 50 Danbury Road, Wilton, CT 06897.

I am excited to have joined Nielsen at such a pivotal time in the Company’s history. The strength of Nielsen’s franchise and its central importance as a provider of independent measurement to the media and consumer packaged goods industries is clear. Independent third party measurement is an essential element to a fully functioning marketplace and Nielsen has been an objective arbiter for our clients for more than 95 years. We are well-positioned to build on our strengths. As we look to the future, our measurement and analytics will be increasingly valuable to advertisers, advertising agencies, and publishers as they seek to understand and monetize their audiences, and as fast-moving consumer goods manufacturers and retailers seek to understand how they connect with end consumers before, during, and after the purchase.

We combine big data sets with finely tuned and precise opt-in panels to produce the highest quality measurement data and analytics for our clients. This is a significant competitive advantage in this age of privacy, where we hear calls for truth and transparency all over the landscape. As the end markets in media and fast moving consumer goods are changing, our clients’ needs are also changing and so is their use of data and technology. Nielsen is also evolving, but we have the opportunity to accelerate our transformation to serve dynamic industry needs.

This is our vision for 2019 – transforming Nielsen into a truly product-driven, technology-based organization, able to make faster, bolder decisions. In doing so, we expect to increase our value to clients and their decisions, which will drive our performance and shareholder value.

Specifically, we are focused on expanding our digital platform and becoming even more embedded with our clients, aligning on a single cloud-based architecture for each business and retiring legacy systems. We will also leverage artificial intelligence and machine learning to get the most out of our data – our biggest asset – and use it to improve measurement and predictive models to drive better decisions.

Since joining Nielsen, I’ve had a chance to meet with our talent across the Company. From senior leadership to product and commercial leads, we have a great team in place focused on instilling greater operating discipline and accountability. With world class data science and data integration capabilities, we are focusing our best talent on the most important projects to drive speed and scale. On a parallel path, I’ve recently taken on the role of Chief Diversity Officer to strengthen diversity and inclusion across the organization. Inclusion is integral to our strategy and my goal is to be a change agent within our teams.

As our Board continues to work on the strategic review, evaluating potential opportunities to determine the best path forward, we are focused on maximizing value for the Company and all of our shareholders. I am honored to lead this Company into the future.

In accordance with the UK Companies Act 2006, the formal notice of the Annual Meeting is set out on the pages following the “Summary of Proxy Statement Information.”

Our proxy materials are first being distributed or made available to shareholders on or about April 9, 2019.

Thank you for your continued support.

Sincerely,

David Kenny

Chief Executive Officer, Chief Diversity Officer

LETTER FROM OUR EXECUTIVE CHAIRMAN TO OUR SHAREHOLDERS

Dear Shareholders,

On behalf of the Nielsen Board, thank you for your investment in Nielsen. It has been an important and consequential year for Nielsen, with the announcement of a review of strategic alternatives for the Company and its businesses and the appointment of a new senior management team. We believe that our new leadership team has already had a positive impact on the Company and we look forward to sharing with you the results of the strategic review when it is completed. Please be assured that all our decisions are made in the best interests of the Company and its shareholders.

Strategic Review

In September 2018, we announced an expanded strategic review to include a review of the entire Company and its businesses. This includes an assessment of a range of potential strategic alternatives, including continuing to operate as a public, independent company, a separation of our Buy business, which we now refer to as Nielsen Global Connect, from the Watch business, which we now refer to as Nielsen Global Media, or a sale of the entire Company. The Board, with the assistance of our advisors and management team, has been deeply involved in this comprehensive strategic review. We have been meeting frequently to oversee this review and are moving forward with urgency. We will share the results of our review with you as soon as possible.

Leadership Transition

In July 2018, we announced that Mitch Barns, our Chief Executive Officer, would retire by the end of 2018. At that time, we also announced that I would assume the role of Executive Chairman. The Board conducted a comprehensive search for a new Chief Executive Officer, which resulted in the appointment of David Kenny in December 2018. In addition, the Board appointed Dave Anderson as our new Chief Financial Officer in September 2018, later also naming him as Chief Operating Officer. This followed the departure of our former Chief Financial Officer. We are delighted to have both David and Dave on board. Together they’ve brought great energy, vision and focus to the Company. In January 2019, the Board appointed George Callard as the Company’s new Chief Legal Officer. These new senior executives, together with the leaders of our Global Media and Global Connect businesses, are working expeditiously to execute on our strategy and 2019 plan, regardless of the outcome of the strategic review.

Company Strategy

The Board and the Company’s new senior management team are working closely together to establish a solid operational foundation to drive greater revenue growth, profitability and increased shareholder value. The Board fully supports the leadership team’s focus for 2019 on transforming the Company into a product-driven, technology organization, making faster, bolder decisions. We will remain actively involved in overseeing the Company’s long-term path to value creation.

Shareholder Engagement and Outreach

The Board and management believe that remaining connected and accountable to our shareholders is central to Nielsen’s success. Constructive dialogue and regular communication with you promotes transparency and accountability and informs our strategic initiatives and policy development. In 2018, I continued to speak with investors on behalf of the Board. Together with the management team, we engaged with investors that represent nearly 65% of our shareholder base on a range of topics, including our strategic review; our strategy and financial performance; our senior management succession; executive compensation; and a variety of corporate governance matters. We are always happy to hear from our investors, as you are key to Nielsen’s long-term success.

In closing, I want to thank you again for your support and assure you that your Board and the Company’s new senior management team are working to represent your interests and make the right decisions for Nielsen and all of our shareholders.

James A. Attwood, Jr.

Executive Chairman

This summary highlights certain information contained elsewhere in this proxy statement. You should read the complete proxy statement and annexes before voting.

2018 PERFORMANCE HIGHLIGHTS

We are dedicated to driving shareholder value by posting solid operating performance. The Company’s long-term business performance and progress against strategic initiatives form the context in which pay decisions are made. 2018 was a challenging year for Nielsen. We were disappointed in our 2018 financial results, which fell short of the objectives set at the beginning of the year. We set revised objectives for the second half of the year and delivered on our key operational metrics for the second half of the year, positioning ourselves for 2019.

During 2018:

Further information about our 2018 performance can be found on pages 33-35.

COMPENSATION HIGHLIGHTS

Further information about our compensation can be found on pages 30-71.

STRATEGIC REVIEW AND MANAGEMENT TRANSITION

In the second half of 2018, the Board initiated a comprehensive strategic review of the entire Company and its businesses. This review process, which is being conducted with the assistance of financial and legal advisors, includes an assessment of a broad range of potential strategic alternatives including continuing to operate as a public, independent company, a separation of the Company’s Connect or Media segment, or a sale of the Company.

Also in the second half of 2018, the Board conducted a search for a new Chief Executive Officer and Chief Financial Officer, spearheaded by Mr. Attwood, who assumed the title of Executive Chairman on an interim basis to lead the Board’s executive search processes as well as its strategic review of the Company and its businesses. The search processes culminated in the appointment of David Kenny as Chief Executive Officer in December 2018 and Dave Anderson as Chief Financial Officer in September 2018. The Board also appointed George Callard as the Company’s new Chief Legal Officer in January 2019.

BOARD HIGHLIGHTS

Following the election and re-election of the Board nominees at our Annual Meeting, the Board will have the following characteristics:

BOARD EXPERTISE AND SKILLS

Our directors are keenly focused on building a board that supports Nielsen’s strategic goals and evolving business priorities. In that regard, in addition to the areas of experience set forth below, the qualities that are of paramount importance for our director nominees include: a proven record of success and business judgment, innovative and strategic thinking, a commitment to corporate responsibility, appreciation of multiple cultures and perspectives, and adequate time to devote to their responsibilities.

GOVERNANCE HIGHLIGHTS

NOMINEES FOR BOARD OF DIRECTORS

James A. Attwood, Jr.

Guerrino De Luca

Karen M. Hoguet

Age: 60   Director since: 2006

Age: 66   Director since: 2017

Age: 62   Director since: 2010

Managing Director, The Carlyle Group     Executive Chairman Committees: Nomination and Corporate Governance

Chairman of the Board and Former Chief Executive Officer of Logitech International S.A.   Committees: Compensation

Former Chief Financial Officer of Macy’s, Inc.   Committees: Audit (Chairperson)

David Kenny

Harish Manwani

Robert C. Pozen

Age: 57   Director since: 2018

Age: 65   Director since: 2015

Age: 72   Director since: 2010

Chief Executive Officer, Nielsen Holdings plc     Committees: None

Senior Operating Partner/ Global Executive Advisor of The Blackstone Group   Committees: Compensation (Chairperson)

Senior Lecturer at MIT       Committees: Compensation; Nomination and Corporate Governance (Chairperson)

David Rawlinson

Javier G. Teruel

Lauren Zalaznick

Age: 43   Director since: 2017

Age: 68   Director since: 2010

Age: 56   Director since: 2016

SVP & President of Online Business of W.W. Grainger, Inc.   Committees: Audit

Partner of Spectron Desarrollo, SC     Committees: Audit

Former Executive Vice President of NBCUniversal Media, LLC   Committees: Compensation; Nomination and Corporate Governance

NIELSEN HOLDINGS PLC

NOTICE OF THE 2019 ANNUAL MEETING

WHEN: May 21, 2019 at 9:00 a.m. (Eastern Time)

WHERE: Online via live webcast at nielsen.onlineshareholdermeeting.com or in person at 50 Danbury Road, Wilton, CT 06897. Check-in both online and in person will begin at 8:30 a.m. (Eastern Time), and you should allow ample time for check-in procedures. Whether you attend the meeting online or in person, you will be able to ask questions and vote during the meeting.

RECORD DATE: March 22, 2019

ITEMS OF BUSINESS:

At the Annual Meeting, you will be asked to consider and vote on the resolutions set forth under Proposals 1 to 7 in the “Proposals to be Voted Upon” section below as well as such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. Explanations of the proposed resolutions together with the relevant information for each resolution are given on pages 1 to 78 and Annexes A, B, C and D of this proxy statement.

The Company’s UK annual report and accounts for the year ended December 31, 2018, which consist of the UK statutory accounts, the UK statutory directors’ report, the UK statutory directors’ compensation report, the UK statutory strategic report and the UK statutory auditor’s report (the “UK Annual Report and Accounts”), has been made available to shareholders together with the other proxy materials. There will be an opportunity at the Annual Meeting for shareholders to ask questions or make comments on the UK Annual Report and Accounts and the other proxy materials.

For additional information about our Annual Meeting, shareholders’ rights, proxy voting and access to proxy materials, see the “General Information and Frequently Asked Questions About the Annual Meeting” section on pages 87 to 92 of this proxy statement.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. You may vote your shares by proxy on the Internet, by telephone or by completing, signing and promptly returning the proxy card (if you received one) prior to the meeting or by attending the Annual Meeting and voting online or in person.

PROPOSALS TO BE VOTED UPON¹

The Board considers that all the proposals to be put to the Annual Meeting are in the best interest of the Company and its shareholders as a whole.

Proposal				Board Recommendation
Proposal No. 1		Election of Directors2				for each nominee
Proposal No. 2		Ratification of Independent Registered Public Accounting Firm
Proposal No. 3		Reappointment of UK Statutory Auditor
Proposal No. 4		Authorization of the Audit Committee to Determine UK Statutory Auditor Compensation
Proposal No. 5		Non-Binding, Advisory Vote on Executive Compensation
Proposal No. 6		Non-Binding, Advisory Vote on Directors’ Compensation Report
Proposal No. 7		Approval of the Nielsen 2019 Stock Incentive Plan

Notes:

PROXY VOTING METHODS

Shareholders holding shares of Nielsen on the Record Date may vote their shares by proxy through the Internet, by telephone or by mail or by attending the Annual Meeting online or in person. For shares held through a bank, broker or other nominee, shareholders may vote by submitting voting instructions to the bank, broker or other nominee. To reduce our administrative and postage costs, we ask that shareholders vote through the Internet or by telephone, both of which are available 24 hours a day, seven days a week. Shareholders may revoke their proxies at the times and in the manners described in the “Notes” section of this Notice of Annual General Meeting of Shareholders and the “General Information and Frequently Asked Questions About the Annual Meeting” section on pages 87-92 of this proxy statement.

If you are a shareholder of record or hold shares through a broker, bank or other nominee and are voting by proxy through the Internet or by telephone, your vote must be received by 11:59 p.m. (Eastern Time) on May 20, 2019 to be counted. If you are a shareholder of record or hold shares through a broker, bank or other nominee and are voting by mail, your vote must be received by 9:00 a.m. (Eastern Time) on May 17, 2019 to be counted.

If you hold shares through Nielsen’s 401(k) plan, the plan trustee, Fidelity Management Trust Company, will vote according to the instructions received from you provided that your instructions are received by 11:59 p.m. (Eastern Time) on May 16, 2019. Your instructions cannot be changed or revoked after that time, and the shares you hold through the 401(k) plan cannot be voted at the Annual Meeting.

TO VOTE BY PROXY:

YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.

April 9, 2019

By Order of the Board of Directors,

Emily Epstein

Company Secretary

Registered Office: Nielsen House, John Smith Drive, Oxford, OX4 2WB, United Kingdom

Registered in England and Wales No. 09422989

Acting upon the recommendation of its Nomination and Corporate Governance Committee, our Board has nominated the persons identified herein for election or re-election as directors. Directors will hold office until the end of the next annual general meeting of shareholders and the election and qualification of their successors or until their earlier resignation, removal, disqualification or death.

It is intended that the proxies delivered pursuant to this solicitation will be voted in favor of the election or re-election of these nominees, except in cases of proxies bearing contrary instructions. In the event that these nominees should become unavailable for election or re-election due to any presently unforeseen reason, the persons named in the proxy will have the right to use their discretion to vote for a substitute.

ONGOING BOARD SUCCESSION PLANNING

Our Nomination and Corporate Governance Committee seeks to ensure that our Board as a whole possesses the objectivity and the mix of skills and experiences to provide effective oversight and guidance to management to execute on the Company’s long-term strategy. The Nomination and Corporate Governance Committee assesses potential candidates based on their history of achievement, the breadth of their experiences, whether they bring specific skills or expertise in areas that the Nomination and Corporate Governance Committee has identified, and whether they possess personal attributes that will contribute to the effective functioning of the Board.

Ongoing Board refreshment provides fresh perspectives while leveraging the institutional knowledge and historical perspective of our longer-tenured directors. The Nomination and Corporate Governance Committee also considers succession planning for roles such as Board and committee chairpersons for purposes of continuity and to maintain relevant expertise and depth of experience.

DIRECTOR NOMINATION PROCESS

Our Nomination and Corporate Governance Committee uses the following process to identify and add new directors to the Board:

Our Nomination and Corporate Governance Committee is authorized to use an independent search firm to help identify, evaluate and conduct due diligence on potential director candidates. Using an independent search firm helps the Nomination and Corporate Governance Committee ensure that it is conducting a broad search and helps it to consider a diverse slate of candidates with the qualifications and expertise that are needed to provide effective oversight of management and assist in long-term value creation.

Diversity Policy

The charter of our Nomination and Corporate Governance Committee requires the Nomination and Corporate Governance Committee to consider all factors it deems appropriate, which may include age, gender, nationality and ethnic and racial background in nominating directors and to review and make recommendations, as the Nomination and Corporate Governance Committee deems appropriate, regarding the composition and size of the Board to ensure the Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds. Over time, the Nomination and Corporate Governance Committee and the Board as a

whole will assess the effectiveness of this policy and determine, how, if at all, our implementation of the policy, or the policy itself, should be changed.

Nomination Process

In considering whether to recommend nomination or re-nomination of each of our directors for election at the Annual Meeting, our Nomination and Corporate Governance Committee reviews the experience, qualifications, attributes and skills of our current directors to determine the extent to which those qualities continue to enable our Board to satisfy its oversight responsibilities effectively in light of our evolving business. In determining to nominate the directors named herein for election at the Annual Meeting, the Nomination and Corporate Governance Committee has focused on our current directors’ valuable contributions in recent years, the criteria set forth in “Board Expertise and Skills” in the “Summary of Proxy Statement Information” and the information discussed in the biographies set forth below under “Nominees for Election to the Board of Directors.” In addition, the Nomination and Corporate Governance Committee considered each director’s additional responsibilities and affiliations and the extent to which they could continue to contribute to the success of our Board.

In accordance with our articles of association, shareholders may request that director nominees submitted by such shareholders be included in the agenda of our Annual Meeting through the process described under “Shareholder Proposals for the 2020 Annual General Meeting of Shareholders.” The Nomination and Corporate Governance Committee considers shareholder recommendations for director candidates and evaluates such candidates with the same standards as it does for other Board candidates. The Nomination and Corporate Governance Committee will advise the Board whether to recommend shareholders to vote for or against such shareholder nominated candidates.

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

The following information describes the names, ages as of March 31, 2019, and biographical information of each nominee. Beneficial ownership of equity securities of the nominees is shown under “Ownership of Securities.”

The nominees for election to the Board of Directors named above are hereby proposed for appointment and reappointment by the shareholders.

		The Board of Directors recommends that shareholders vote “FOR” the election of each of the nominees named above.

Pursuant to our articles of association and in accordance with the UK Companies Act 2006, our directors are responsible for the management of the Company’s business, for which purpose they may exercise all the powers of the Company.

Our Board conducts its business through meetings of the Board and three standing committees: Audit, Compensation and Nomination and Corporate Governance. In accordance with the New York Stock Exchange (“NYSE”) rules and the rules promulgated under each of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a majority of our Board consists of independent directors, and our Audit, Compensation and Nomination and Corporate Governance Committees are fully independent.

Each director owes a duty to the Company to properly perform the duties assigned to him or her and to act in the best interest of the Company. Under English law, this requires each director to act in a way he or she considers, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders as a whole, and in doing so have regard (among other matters) for the likely consequences of any decision in the long-term, the interests of the Company’s employees, the Company’s business relationships with suppliers, customers and others, the impact of the Company’s operations on the community and the environment and the need to act fairly amongst shareholders. The Company’s directors are expected to be appointed for one year and may be re-elected at the next Annual Meeting.

DIRECTOR INDEPENDENCE AND INDEPENDENCE DETERMINATIONS

Under the NYSE rules and our Corporate Governance Guidelines, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries. Heightened independence standards apply to members of the Audit and Compensation Committees.

The NYSE independence definition includes a series of objective tests, such as that the director is not an employee of the Company and has not engaged in various types of business dealings with the Company. The Board is also responsible for determining affirmatively, as to each independent director, that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board will broadly consider all relevant facts and circumstances, including information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management. As the concern is independence from management and pursuant to the view articulated by the NYSE, ownership of a significant amount of stock, by itself, is not a bar to an independence finding.

The Board undertook its annual review of director independence and affirmatively determined that, except for Mr. Kenny, each of our directors is independent under Section 303A.02 of the NYSE listing rules and under our Corporate Governance Guidelines for purposes of board service. In addition, the Board affirmatively determined that the Audit Committee, the Compensation Committee, and the Nomination and Corporate Governance Committee members are fully independent under the SEC and NYSE independence standards specifically applicable to such committees.

In making the director independence determinations, the Board considered the following:

LEADERSHIP STRUCTURE

Under our Corporate Governance Guidelines, the Board must select its chairperson from its members in any way it considers in the best interest of the Company. Beginning on July 26, 2018, Mr. Attwood assumed the title of Executive Chairman on an interim basis to lead the Board’s search process to identify a new Chief Executive Officer as well as to oversee the Board’s strategic review. As Executive Chairman, Mr. Attwood remains an independent member of Nielsen’s Board. He is not a Nielsen employee and has no day-to-day responsibilities for the Company’s business. From January 1, 2016 to July 26, 2018, Mr. Attwood served as the Board’s non-executive, independent Chairperson. In light of Mr. Attwood’s independence from the Company, the Company does not currently have a Lead Independent Director. As noted further below, each Board committee also has a non-executive, independent chairperson. Our Board believes our leadership structure best encourages the free and open dialogue of competing views and provides for strong checks and balances.

BOARD COMMITTEES AND MEETINGS

Our Board has established the following committees: an Audit Committee, a Compensation Committee and a Nomination and Corporate Governance Committee. The current composition and responsibilities of each committee are described below. Members serve on these committees until they no longer serve on the Board or until otherwise determined by our Board.

Pursuant to our Corporate Governance Guidelines, all directors are expected to make every effort to attend all meetings of the Board and meetings of the committees of which they are members. All directors are also welcome to attend meetings and review materials of those committees of which they are not members. During 2018, the Board held 17 meetings and 19 committee meetings. Each director attended 88% or more in the aggregate of 2018 Board meetings and 86% or more of the total number of 2018 meetings of those committees on which each such director served and that were held during the period that such director served. All non-executive directors are encouraged (but not required) to attend the Annual Meeting and each extraordinary general meeting of shareholders. Six of our current directors who served at the time of our 2018 Annual Meeting, attended this meeting.

During the second half of 2018 and into 2019, the Board, with the assistance of our advisors and management team, has been deeply involved in a broadened comprehensive strategic review of the entire Company and its businesses, which we announced in September 2018. The Board, as well as a subset of independent directors, has been meeting regularly to receive updates and to provide input into the process.

COMMITTEE MEMBERSHIP AND RESPONSIBILITIES

BOARD AND COMMITTEE EVALUATIONS

Our Board recognizes that a thorough, constructive evaluation process enhances our Board’s effectiveness and is an essential element of good corporate governance. Accordingly, our Nomination and Corporate Governance Committee develops and oversees the evaluation process to ensure that the full Board and each committee conducts an assessment of its performance and functioning and solicits feedback for enhancement and improvement.

This year, our Nomination and Corporate Governance Committee engaged an independent third party, experienced in corporate governance matters, to interview each director to obtain his or her assessment of the effectiveness of the Board and its committees. The interview process is expected to begin in April 2019. The Nomination and Corporate Governance Committee Chairperson will instruct the third party on the particular criteria to be covered in the assessment, such as conduct of the meetings and committees, leadership and process. Each director will be asked to identify any opportunities the Board can focus on to enhance its effectiveness. In addition, the third party will seek input from each director as to the performance of the other Board members. The third party organizes the director feedback and is expected to review it with the Nomination and Corporate Governance Committee and the Board in July. The Nomination and Corporate Governance Committee Chairperson is expected to lead a discussion to determine which areas the Board would like to focus on during the coming year to enhance its effectiveness. Finally, the Nomination and Corporate Governance Committee Chairperson will engage the Board in a follow-up discussion to gauge the Board’s satisfaction with the progress made in addressing any focus areas that were identified by the Board in its evaluation.

OUR BOARD’S COMMITMENT TO SHAREHOLDER ENGAGEMENT

Why We Engage

Our Board and management team recognize the benefits of regular engagement with our shareholders in order to remain attuned to their different perspectives on the matters affecting Nielsen.

Robust dialogue and engagement efforts allow our Board and management the opportunity to:

How We Engage

				Outcomes from Investor Feedback   Some tangible examples of the results of our shareholder outreach activities include:   •  In response to shareholder demand, we provided shareholders with greater, ongoing access to the Board. Our Executive Chairman regularly engaged with top shareholders particularly in the second half of 2018, via in-person meetings or conference calls.   •  With the goal of greater transparency and improved communications, we benchmarked best practices and requested feedback from our key stakeholders in the investment community. As a result of our review, we will begin to incorporate organic constant currency revenue growth and Adjusted EPS into our reporting framework in 2019. These metrics will help to provide more clarity into the normalized revenue and earnings power of the organization.   •  We provide regular shareholder feedback to the Board on various topics, including the strategic review and capital allocation.

COMMUNICATIONS WITH DIRECTORS

Any interested party who would like to communicate with, or otherwise make his or her concerns known directly to, the Executive Chairman of the Board or the Chairperson of any of the Audit Committee, Nomination and Corporate Governance Committee and Compensation Committee or to other directors, including the non-management or independent directors, individually or as a group, may do so by addressing such communications or concerns to the Company Secretary at [email protected] or 40 Danbury Road, Wilton, Connecticut 06897. Such communications may be done confidentially or anonymously. The Company Secretary will forward communications received to the appropriate party as necessary and appropriate. Additional contact information is available on our website, www.nielsen.com/investors, under Contact Us.

GLOBAL RESPONSIBILITY AND SUSTAINABILITY

Nielsen is committed to strengthening the communities and markets in which we live and operate our business, recognizing how important this is to a sustainable future. This commitment is supported and expressed at all levels of our organization. The Nomination and Corporate Governance Committee oversees the Company’s strategy and initiatives to evaluate and measure our performance with respect to the advancement of environmental, social, and governance (“ESG”) issues. Highlights of our new and continuing efforts in 2018 include:

Responsibility & Sustainability Strategy and Reporting:

Nielsen Green:

Supply Chain Sustainability:

Nielsen Cares:

Data for Good:

Nielsen Foundation:

DIRECTOR EDUCATION

Educating our directors about Nielsen and our industry is an ongoing process that begins when a director joins our Board. All new directors take part in a comprehensive orientation about Nielsen which includes meetings with senior leaders to discuss our businesses and strategy as well as our control functions, including finance, operations and legal. We also conduct in-depth training sessions on the work of our committees for both new directors and those directors who are newly appointed to a committee. For a new member of the audit committee, this may include training with our independent registered public accounting firm.

We encourage our directors to participate in external continuing director education programs and provide reimbursement for expenses associated with this participation. Continuing director education is also provided during Board meetings and other Board discussions as part of the formal meetings and as stand-alone information sessions outside of meetings. Among other topics, during 2018, in connection with our strategic review, we conducted several “deep dive” education sessions on the latest developments and trends in our Connect and Media businesses. Our Board also regularly reviews developments in corporate governance to continue enhancing our Board’s effectiveness.

RISK OVERSIGHT

The Board is responsible for overseeing Nielsen’s risk and enterprise risk management practices and seeks to foster a risk-aware culture while encouraging appropriate and balanced risk-taking in pursuit of Company objectives. The Board exercises its oversight both directly and through its three committees, each of which has been delegated oversight responsibilities for specific risks. Each committee keeps the Board informed of its oversight efforts through regular reporting to the full Board by the committee chairpersons.

Management is accountable for day-to-day risk management efforts. The Board and committees’ risk oversight and management’s ownership of risk are foundational components of our Enterprise Risk Management program. This program is designed to provide comprehensive, integrated oversight and management of risk and to facilitate transparent identification and reporting of key business issues to senior management and the Board and its committees. The following are the key risk oversight and management responsibilities of our Board, committees and management:

EXECUTIVE SUCCESSION PLANNING

EXECUTIVE SESSIONS

Pursuant to our Corporate Governance Guidelines, to ensure free and open discussion and communication, our independent directors meet in executive session, with no members of management present, at every regularly scheduled Board meeting. Our Executive Chairman leads these meetings which enable our independent directors to discuss matters such as strategy, CEO and senior management performance and compensation, succession planning and board composition and effectiveness. During 2018, our independent directors met seventeen times in executive session.

COMMITTEE CHARTERS AND CORPORATE GOVERNANCE GUIDELINES

Our commitment to corporate governance is reflected in our Corporate Governance Guidelines, which describe the Board’s views on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by the Board to ensure that they effectively comply with all applicable laws, regulations and stock exchange requirements, in addition to our articles of association. Additionally, the Board has adopted a written charter for each of the Audit Committee, the Compensation Committee and the Nomination and Corporate Governance Committee. Our Corporate Governance Guidelines, our committee charters and other corporate governance information are available on our website at www.nielsen.com/investors under Governance Documents.

CODE OF CONDUCT AND PROCEDURES FOR REPORTING CONCERNS ABOUT MISCONDUCT

We maintain a Code of Conduct, which is applicable to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Conduct, which was updated in 2018, sets forth our policies and expectations on a number of topics, including conflicts of interest, compliance with laws and ethical conduct. The Company will promptly disclose to our shareholders, if required by applicable laws or stock exchange requirements, any amendments to or waivers from the Code of Conduct applicable to our directors or officers by posting such information on our website at www.nielsen.com/investors rather than by filing a Current Report on Form 8-K.

The Code of Conduct may be found on our website at www.nielsen.com/investors under Corporate Governance —Governance Documents.

EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is the name, age as of March 31, 2019 and biographical information of each of our current executive officers, other than Mr. Kenny, whose information is presented under “Proposal No. 1 – Election of Directors – Nominees for Election to the Board of Directors.”

The Audit Committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm for the year ending December 31, 2019.

Although ratification of the selection of Ernst & Young LLP is not required by U.S. federal laws, the Board is submitting the selection of Ernst & Young LLP to our shareholders for ratification because we value our shareholders’ views on the Company’s independent registered public accounting firm. If our shareholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interest of the Company and our shareholders.

A representative of Ernst & Young LLP is expected to be present at the Annual Meeting to answer appropriate questions and will have the opportunity to make a statement if he or she desires to do so.

AUDIT AND NON-AUDIT FEES

In connection with the audit of the Company’s annual financial statements for the year ended December 31, 2018, we entered into an agreement with Ernst & Young LLP which sets forth the terms by which Ernst & Young LLP performed audit services for the Company.

The following table presents fees for professional services rendered by Ernst & Young LLP and its affiliates for the audit of our financial statements for the years ended December 31, 2018 and 2017 and for other services rendered by them in those years:

The Audit Committee considered whether providing the non-audit services shown in this table was compatible with maintaining Ernst & Young LLP’s independence and concluded that it was compatible.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

Subject to shareholder approval as may be required under the laws of England and Wales, the Audit Committee is directly responsible for the appointment and termination of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. Each year the Audit Committee reviews the qualifications, performance and independence of our independent registered public accounting firm in accordance with regulatory requirements and guidelines.

In addition, and also subject to shareholder approval as may be required under the laws of England and Wales, the Audit Committee is responsible for the compensation, retention and oversight of its independent registered public accounting firm, including the resolution of disagreements between management and such firm regarding financial reporting. In exercising this responsibility, the Audit Committee pre-approves all audit and permitted non-audit services provided by such firm. The Audit Committee has delegated to its Chairperson the authority to review and pre-approve any such engagement or relationship, which may be proposed in between its regular meetings. Any such pre-approval is subsequently considered and ratified by the Audit Committee at the next regularly scheduled meeting. All of the services covered under “– Audit and Non-Audit Fees” were pre-approved by the Audit Committee.

The Audit Committee may form and delegate to subcommittees consisting of one or more of its members, when appropriate, the authority to pre-approve services to be provided by the independent registered public accounting firm so long as the pre-approvals are presented to the full Audit Committee at its next scheduled meeting.

		The Board of Directors recommends that shareholders vote “FOR” the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.

AUDIT COMMITTEE REPORT

The Audit Committee operates pursuant to a charter adopted by the Board of Directors. The Audit Committee reviews and assesses the adequacy of this charter annually and it was last amended in February of 2019. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this proxy statement under “The Board of Directors and Certain Governance Matters – Committee Membership and Responsibilities – Audit Committee.”

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. Discussions included, among other things:

Management represented to the Audit Committee that the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2018 were prepared in accordance with generally accepted accounting principles. The Audit Committee also discussed with management and Ernst & Young LLP the process used to support certifications by the Company’s CEO and CFO that are required by the SEC and the Sarbanes-Oxley Act of 2002 to accompany the Company’s periodic filings with the SEC and the process used to support management’s annual report on the Company’s internal controls over financial reporting.

The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by applicable Public Company Accounting Oversight Board (“PCAOB”) standards (Including significant accounting policies, alternative accounting treatments and estimates, judgments and uncertainties). In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC.

Submitted by the Audit Committee of the Company’s Board of Directors:

Karen M. Hoguet (Chairperson)

David Rawlinson

Javier G. Teruel

The Audit Committee has selected Ernst & Young LLP to serve as the Company’s UK statutory auditor who will audit the Company’s UK Annual Report and Accounts to be prepared in accordance with the International Financial Reporting Standards, as adopted by the European Union (“IFRS”), for the year ending December 31, 2019. As required by the law of England and Wales, shareholder approval must be obtained for the selection of Ernst & Young LLP to serve as the Company’s UK statutory auditor and to hold office from the completion of the Annual Meeting until the end of the next annual general meeting of shareholders at which the Company’s UK statutory accounts will be presented.

Representatives of Ernst & Young LLP will attend the Annual Meeting to answer appropriate questions for the year ended December 31, 2019. They will also have the opportunity to address the Annual Meeting if they desire to do so.

The affirmative vote of a majority of the votes cast at the Annual Meeting is required to pass this resolution to reappoint Ernst & Young LLP as the Company’s UK statutory auditor until the next annual general meeting of shareholders.

		The Board of Directors recommends that the shareholders vote “FOR” the reappointment of Ernst & Young LLP as the Company’s UK statutory auditor who will audit the Company’s UK Annual Report and Accounts for the year ending December 31, 2019.

As required under the laws of England and Wales, the compensation of Ernst & Young LLP as the Company’s UK statutory auditor must be fixed by the shareholders or in such manner as the shareholders may determine. Subject to Ernst & Young LLP being reappointed as the Company’s UK statutory auditor pursuant to Proposal No. 3, it is therefore proposed that the Audit Committee be authorized to determine their compensation. Pursuant to Nielsen’s Audit Committee Charter, the Board has delegated this authority to the Audit Committee.

The affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve this proposal.

		The Board of Directors recommends that the shareholders vote “FOR” the authorization of the Audit Committee to determine the compensation of Ernst & Young LLP in its capacity as the Company’s UK statutory auditor.

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, at the 2018 annual general meeting of shareholders, we submitted to our shareholders a non-binding, advisory vote on executive compensation, as well as a non-binding, advisory vote on the frequency with which shareholders believed we should submit the non-binding, advisory vote on executive compensation. A majority of the shareholders voted that the non-binding, advisory vote on executive compensation should occur every year. We are including in the proxy materials a separate advisory resolution regarding the compensation of our named executive officers as disclosed pursuant to the SEC rules. While the results of this vote are non-binding and advisory in nature, the Board intends to carefully consider them when considering our executive compensation program.

The language of the resolution is as follows:

“RESOLVED, THAT THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE PROXY STATEMENT PURSUANT TO THE SEC RULES, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND ANY RELATED NARRATIVE DISCUSSION, IS HEREBY APPROVED.”

In considering their vote, shareholders may wish to review with care the information on the Company’s compensation policies and decisions regarding the named executive officers presented in “Executive Compensation – Compensation Discussion and Analysis.”

In particular, as discussed in “Executive Compensation – Compensation Discussion and Analysis,” shareholders should note the following:

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Business Highlights

2018 was a challenging year for Nielsen. We set revised objectives for the second half of the year based on updated business conditions and revised guidance for revenue, EBITDA margin and free cash flow. The Board also initiated a comprehensive strategic review of the entire Company and its businesses. We finished the year by either meeting or exceeding our revised operating expectations.

Implications for Compensation

Nielsen’s executive compensation philosophy includes a stated emphasis on variable, at-risk compensation. Nielsen’s performance in 2018 was reflected in executive pay outcomes in the following ways:

Leadership Transitions

There was significant turnover at the executive level in 2018: Mr. Barns, our former Chief Executive Officer, retired from the Company at the end of 2018 and was replaced by Mr. Kenny. Mr. Jackson, our former Chief Financial Officer, resigned in September 2018 and was replaced by Mr. Anderson. Mr. Dale, our former Chief Legal Officer, resigned in early 2019 and was replaced by Mr. Callard. Certain of the compensation actions described in this CD&A reflect one-time new hire or separation arrangements. Mr. Barns’ separation constituted a termination without cause under Nielsen’s severance policy, and Mr. Barns therefore received severance compensation, which will be delivered as pay continuation through 2020. See “– Severance Payments and Benefits – Terms of Mr. Barns’ separation from the Company“.

Compensation Highlights for 2018

Given 2018’s business difficulties and in light of the turnover at the executive level, in September the Compensation Committee decided to launch a targeted special pay program aimed at retaining critical leaders responsible for strategy development, delivering the revised 2018 financial targets and continuing the transformation of the Company over the next three years. As described further under “– Summary of Other NEO Pay Decisions” below, select senior leaders, including certain of the NEOs, received one-time equity-based retention awards. The awards were designed to provide meaningful retention value and reward superior stock price performance. For each NEO participant, half of the award value is denominated in performance stock options (“PSOs”) subject to a challenging stock price growth hurdle of 25%. The remaining award value is denominated in service-based restricted stock units (“RSUs”) for their retention value, as well as, alignment with stock price performance. Both components vest ratably over three years except that PSOs will only become exercisable if the stock price goal is achieved for 21 or more consecutive days within the three-year period.

Messrs. Kenny and Anderson were hired in 2018. Their respective compensation packages are described in detail under “– New CEO and CFO Compensation Arrangements” below. In each case, their annual compensation arrangements were designed to be competitive with the median of the external market benchmarks selected, taking each executive’s seniority and strong track record of success into account. Each executive received certain one-time “inducement” or “make-whole” awards in connection with his hiring.

In 2018, the Compensation Committee decided to increase the proportion of Long-Term Incentives (“LTI”) subject to quantifiable performance from 50% to 60% which became effective with the February 2018 PRSU award. In addition, three-year revenue compounded annual growth rate (“CAGR”) was added as a performance metric, weighted at 25%. Free cash flow, weighted at 50%, and total shareholder return, weighted at 25% were the other performance metrics for 2018.

Business Overview

With a presence in 100+ countries, Nielsen’s mission is to collect, create, inform and activate data for clients across the media and fast moving consumer goods industries. Our purpose is to make the markets we serve smarter and more efficient, helping clients make more informed business decisions. Nielsen’s services are organized into two renamed business segments: Nielsen Global Media and Nielsen Global Connect.

Nielsen Global Media brings together all of our most powerful assets across Discovery, Measurement, Planning, Activation and Optimization both in the US and internationally. Our broad range of services give media companies, advertising agencies and advertisers the most complete view available of what consumers watch, listen to, share, post, and engage with across many different platforms and devices. Built on our data of record, our analytics solutions enable media companies to segment their audiences with depth, precision and efficiency, so they can highlight the right audience for advertisers’ goals. Our analytics also help advertising agencies design, implement and evaluate campaigns that deliver on clients’ business goals. Our vision is to be the trusted single source of truth – helping buyers and sellers of consumer influence transact in a trusted and scalable way.

Nielsen Global Connect is focused on building a comprehensive view of the entire shopper journey across in-store and eCommerce purchases. We offer the best-in-class measurement, predictive tools, and activation through differentiated products that connect manufacturers and retailers. Our business is independent, third-party measurement. We don’t create content and we don’t buy or sell ad placements. What we care about is producing rigorous, independent, accurate data on which our clients can depend.

In both the Media and Connect segments, we employ data scientists, economists, engineers, technologists, psychologists, neuroscientists, field auditors and more, all of whom have a passion for collecting comprehensive, accurate data and turning it into positive business results for clients.

Business Performance

For 2018:

Total Shareholder Return¹

The chart below shows the value of a $100 investment in Nielsen stock over a three-year period beginning December 31, 2015 and ending December 31, 2018. We have compared our performance to the S&P 500 and to a market cap-weighted composite of the peer group we use to measure relative total shareholder return under our Long-Term Performance Plan (“LTPP”) as described under “– How Pay Decisions are Made – Long-Term Incentives (LTI) – Performance Restricted Stock Units Awarded Under the Long-Term Performance Plan (LTPP).”

NIELSEN HOLDINGS plc—THREE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN

Executive Compensation Overview

Nielsen’s executive compensation program is designed to motivate and reward our leadership team to deliver sustainable growth and financial performance while delivering long-term shareholder value.

Key considerations in 2018 were:

2018 Advisory Vote on Executive Compensation

Each year, our shareholders vote on an advisory resolution to approve the pay of our NEOs. In 2018, approximately 84% of the votes cast at our annual general meeting of shareholders affirmed our executive compensation program. The Company engages in a comprehensive outreach program to our shareholders to discuss and solicit feedback on topics including Company performance, executive compensation and how we disclose information in our proxy statement. These meetings are led by the Executive Chairman of the Board and result in valuable feedback from shareholders.    

Following our annual general meeting of shareholders in May 2018, we conducted additional outreach to shareholders to obtain specific feedback on the say on pay voting results. In consideration of shareholder feedback we adjusted the percent of long-term incentives subject to performance conditions from 50% to 60% for our CEO and other NEOs. In 2018, the incentive plans were strongly aligned with performance outcomes and operated as intended. The 2016 LTPP grants which matured on December 31, 2018 paid out at zero percent due to relative total shareholder return and Free Cash Flow metrics not meeting the required threshold performance levels as described under “-Summary of Other NEO Pay Decisions – PSRU Payouts Under the 2016 LTPP”. The 2018 AIP also paid out at zero as the Company did not meet the required performance thresholds for Adjusted EBITDA and Revenue.

Pay for Performance

Nielsen has a strong culture of pay for performance which serves to align Company goals and performance with pay outcomes for the Company’s executives. Nielsen conducts quantitative assessments of business financial performance and also evaluates individual contributions towards key business objectives in order to differentiate rewards. NEOs participate in the same performance assessment process applicable to all managerial employees, including an annual performance appraisal and semi-annual individual peer rankings of performance and leadership impact.

Total Company Performance

Our NEOs participate in the same annual cash incentive plan applicable to all managerial employees, which in 2018 was funded based on Company AIP Adjusted EBITDA performance and annual revenue growth as described under “– How Pay Decisions are Made – Annual Incentive Plan.”

Pay Competitively

Providing competitive pay opportunities is a hallmark of Nielsen’s compensation programs. The Compensation Committee reviews each NEO’s compensation annually and considers several factors when making pay decisions:

Variable Pay is At Risk

Nielsen’s compensation programs are designed so that a significant portion of each NEO’s compensation is at risk; meaning that the compensation is dependent on the achievement of challenging annual and long-term performance goals and/or the performance of our share price as laid out in the charts and tables below. At risk compensation is composed of annual cash incentive awards and equity-based awards and does not include fixed pay such as base salary. Long-term pay has historically been delivered exclusively in the form of equity to align the interests of the NEOs with the creation of value for our shareholders. In 2018, long-term pay consisted solely of equity-based awards.

The chart below illustrates the elements of annual total direct compensation at target for Mr. Kenny, our CEO since December 2018. The next chart shows the elements of annual total direct compensation at target for Mr. Barns, our CEO through December 2, 2018. The final chart below illustrates the target elements of total direct compensation for other NEOs in 2018. See “– Summary Compensation Table” for actual amounts earned by all NEOs in 2018. In all cases, the design of Nielsen’s compensation programs aligns closely with our peer group.