Form SD Nielsen Holdings plc

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)

EMILY EPSTEIN

SENIOR VICE PRESIDENT, GENERAL COUNSEL — CORPORATE AND SECRETARY

(203) 563-3500

(Name and telephone number, including area code, of the

person to contact in connection with this report.)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

Section 1—Conflict Minerals Disclosure

Item 1.01—Conflict Minerals Disclosure and Report

Item 1.02—Exhibit

A copy of the registrant’s Conflict Minerals Report for the reporting period from January 1, 2018 to December 31, 2018 is provided as Exhibit 1.01 hereto and is publicly available at www.nielsen.com/investors.

Section 2—Exhibits

Item 2.01—Exhibits

Exhibit 1.01—Conflict Minerals Report for the reporting period January 1, 2018 to December 31, 2018 as required by Items 1.01 and 1.02 of this Form.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

NIELSEN HOLDINGS plc

Exhibit Index

Exhibit 1.01

Nielsen Holdings plc

Conflict Minerals Report for the Year Ended December 31, 2018

This Conflict Minerals Report (“CMR”) for the year ended December 31, 2018 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 Reform and Consumer Protection Act of 2010 requiring reporting companies to make disclosures of cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, tin, tantalum and tungsten (“3TG”) in their products. Rule 13p-1 imposes certain reporting obligations on SEC registrants to determine whether 3TG are necessary to the production or functionality of their products, and if so, if the 3TG originated from the Democratic Republic of the Congo or Angola, Burundi, Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia (together, the “Covered Countries”). We are unable to state the origin of the 3TG in all of our products. For that reason, we are required under Rule 13p-1 to submit to the SEC this Conflict Minerals Report as an exhibit to Form SD. Consistent with Rule 13p-1 and the SEC’s 2014 statement ¹, this CMR is not required to be accompanied by an independent private sector audit.

In accordance with Rule 13p-1, this report is available on our website at www.nielsen.com/investors.

Company Overview

This CMR has been prepared by the management of Nielsen Holdings plc (referred to herein as “Nielsen,” the “Company,” “we,” “us,” or “our”). The information includes the activities of all majority-owned subsidiaries and variable interest entities that are required to be consolidated. Nielsen is a global performance management company that provides clients with a comprehensive understanding of what consumers watch and what they buy and how those choices intersect. Nielsen delivers critical media and marketing information, analytics and manufacturer and retailer expertise about what and where consumers buy and what consumers read, watch and listen to on a local and global basis. With a presence in more than 100 countries, and 2018 annual revenues of $6.5 billion, Nielsen’s information, insights and solutions help its clients maintain and strengthen their market positions and identify opportunities for profitable growth.

Nielsen Audio, Inc. (“Nielsen Audio”), a subsidiary of Nielsen, contracts to manufacture meters and encoders for the collection of data. Certain 3TG are necessary to the functionality of such meters and encoders. The meters and encoders are generally intended for Nielsen Audio’s use, but some of them are sold to third parties. In 2018, Nielsen Audio sold approximately 5% of all meters and encoders to third parties. Of the total Nielsen revenue in 2018, approximately .05% was derived from meter and encoder sales.

This CMR details Nielsen’s calendar year 2018 process for gathering data to comply with Rule 13p-1 and the Organization of Economic Cooperation and Development (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High Risk Areas.

Supply Chain and Reasonable Country of Origin Inquiry

We rely on our direct suppliers of the relevant equipment to provide information with respect to the origin of the 3TG contained in components and materials supplied to us, including sources of 3TG that are supplied to them from lower tier suppliers. In almost all cases, the information relating to the 3TG contained in our products is derived from lower tier suppliers. Contracts with our suppliers can be multi-year contracts, and we cannot unilaterally impose new contract terms and flow-down requirements.

In our annual inquiry, we survey our direct suppliers identified to be in scope and analyze and follow up responses as we deem appropriate. During 2018, we conducted a reasonable country of origin inquiry to determine the origin of the 3TG in our products. The inquiry did not provide sufficient information to determine with specificity the countries of origin of the 3TG in our products or whether they are from recycled or scrap sources.

Due Diligence Framework

Established Company Plan

Identification of Relevant Components and Suppliers

Supplier Response Validation

Nielsen contracted with GreenSoft to collect 3TG data from our component suppliers. Greensoft utilizes the Conflict Minerals Reporting template developed by the Responsible Minerals Initiative to determine the usage of 3TG by suppliers, assists suppliers in filling out the template, validates and corrects templates, alerts Nielsen if any 3TG originated in Covered Countries, generates an aggregated 3TG report based on bills of materials, and provides a collection report with hyperlinks to each template. Nielsen assesses the responses received from our suppliers and engages with them on their particular responses.

Supplier responses should contain all required data in the template. If responses are incomplete or inconsistent, the supplier is contacted and asked for missing or supplemental information. Greensoft conducts most of this validation process. Nielsen checks 3TG data collected by Greensoft against the complete list of materials within each component disclosed to us by our suppliers of our components to verify metal content matches. Nielsen checks smelter status claims received in templates to known smelter information. If template responses are insufficient or absent, Nielsen examines each case individually and evaluates its response based on the likelihood of 3TG being present, the specific component, and the availability of such component from other sources. Possible responses are suspension of purchasing this component from this supplier, working with the supplier to obtain the 3TG data necessary for a determination of its sourcing, or designing out this particular component from our products going forward.

Due Diligence Results

We conducted a survey of our relevant 133 suppliers with the assistance of GreenSoft and received responses from 127 of them, or 95%. Based on the responses received, we are unable to validate with specificity the country of origin of the 3TG in our products.

Set forth in Annex 1 is a list of known smelters that may be in our supply chain for the products we contract to manufacture and sell to third parties.

Steps Taken to Mitigate Risk

In addition to following up with suppliers who have not properly responded to our 3TG survey, we have taken the following steps to improve the due diligence conducted to further mitigate any risk that the necessary 3TG in our products could directly or indirectly finance or benefit armed groups in the DRC or Covered Countries:

As we enter into new contracts for these materials, or our contracts expire and are renewed, we have added a 3TG clause requiring suppliers to provide 3TG sourcing and smelter information. Nielsen believes that it will take a number of years to ensure that all our supplier contracts contain appropriate sourcing clauses. Until that time, as described below, we are working with our supply chain to encourage them to provide the 3TG sourcing information until the contracts can be amended.

Forward-Looking Statements

Certain of the matters discussed in this CMR, including in particular, efforts to further mitigate risks that 3TG in our products could directly or indirectly finance or benefit armed groups in the Covered Countries, include forward-looking statements. Readers of this document are cautioned that our forward-looking statements are not guarantees of future performance or events, and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements. These forward-looking statements are based on our current plans and expectations and are subject to a number of known and unknown uncertainties and risks, many of which are beyond our control, which could significantly affect current plans and expectations and our future financial position and results of our operations. These factors, include, but are not limited to the factors discussed in Item 1A, Risk Factors of our annual report on Form 10-K for the year ended December 31, 2018 as they may be updated by information included in our other filings with the SEC. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events.

ANNEX I