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 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)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

675 Avenue of the Americas

New York, New York 10010

5^th Floor Endeavor House

189 Shaftesbury Avenue

London, WC2H 8JR

(Address of Principal Executive Offices)

+1 (410) 717-7134

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading symbol~~Tradingsymbol(s)		Name of each ~~exchange~~exchangeon on which registered
Ordinary shares, par value €0.07 per share		NLSN		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement

~~Nielsen~~The ~~Holdings~~second ~~plc, a public limited company formed under the laws of England~~ and ~~Wales~~third ~~(“Nielsen”~~paragraphs ~~or the “Company”), held two shareholder meetings on September 1, 2022: the court meeting convened by the High Court~~ of ~~Justice~~Item in8.01 ~~England and Wales (the “Court Meeting”), and the general meeting~~ of ~~Nielsen~~this ~~shareholders~~Current ~~held~~Report ~~after the Court Meeting (the “Special Meeting”). A definitive proxy statement~~ on ~~Schedule~~Form ~~14A with respect to the Court Meeting and the Special Meeting was filed with the U.S. Securities and Exchange Commission (the “SEC”) on July~~ 8,-K ~~2022,~~are asincorporated ~~supplemented~~ by areference ~~proxy~~into ~~supplement~~this ~~filed~~Item ~~with the SEC on August 19, 2022 (collectively, the “Proxy Statement”)~~1. ~~Descriptions of each of the proposals voted upon at the Court Meeting and the Special Meeting are contained in the Proxy Statement~~01. ~~Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Proxy Statement.~~

~~For~~Item the purposes of the Court Meeting to vote on the Scheme (as defined in the Transaction Agreement, dated as of March 28, 2022, as amended on August 19, 2022, by and among the Company, Neptune Intermediate Jersey Limited and Neptune BidCo US Inc8.01 ~~(the~~Other “Transaction Agreement”)), there were 325,427,040 Scheme Shares (as defined in the Scheme) and 34,457,143 Excluded Shares (as defined in the Scheme), each Scheme Share being entitled to one vote at the Court Meeting, constituting all of the outstanding voting securities of the Company. The holders of the Excluded Shares, the Purple Green Excluded Shares and the WindAcre Shares did not vote at the Court Meeting, in accordance with U.K. legal requirements. The holders of a total of 182,803,308 Scheme Shares were present at the Court Meeting, either in person or by proxy, representing approximately 56.2% of the Scheme Shares issued and outstanding and entitled to vote, which constituted a quorum for the purpose of the Court Meeting. Events

AtOn 6September 8, 2022, Nielsen Holdings plc, a public limited company formed under the laws of England and Wales (the “Company”), announced that, according to information provided by D.F. King & Co., Inc., the Information and Tender Agent for the Offerors’ (as defined below) previously announced cash tender offers (collectively, the “Tender Offer”) and consent solicitations (collectively, the “Consent Solicitation”), as of 5:00 p.m., ~~Eastern~~New York City time, on ~~August~~September 167, 2022, the ~~voting~~Offerors ~~record~~had ~~time~~received ~~for~~tenders ~~the~~and ~~determination~~consents from holders of ~~Shareholders~~$477,344,000 in aggregate principal amount of ~~Record~~The ~~entitled~~Nielsen toCompany ~~vote~~(Luxembourg) atS.à r.l.’s (the ~~Special~~“Luxembourg ~~Meeting~~Issuer”) outstanding 5.000% Senior Notes due 2025 (the “2025 Notes”), ~~there~~representing ~~were~~approximately ~~359~~95.47% of the total outstanding principal amount of the 2025 Notes,~~884~~ and tenders and consents from holders of $922,~~183~~135,000 in aggregate principal amount of Nielsen ~~ordinary~~Finance ~~shares,~~LLC ~~each~~and Nielsen ~~ordinary~~Finance ~~share~~Co.’s ~~being~~(together, ~~entitled~~the to“US ~~one~~Issuers” ~~vote~~and, attogether with the ~~Special~~Luxembourg ~~Meeting~~Issuer, ~~constituting~~the ~~all~~“Offerors”) outstanding 5.625% Senior Notes due 2028 (the “2028 Notes”), representing approximately 92.21% of the total outstanding ~~voting~~principal ~~securities~~amount of the ~~Company.~~2028 ~~The~~Notes, from holders of a$617,305,000 ~~total~~in aggregate principal amount of ~~298~~the US Issuers’ 4.500% Senior Notes due 2029 (the “2029 Notes”),~~818,940~~ ~~Nielsen~~representing ~~ordinary~~approximately ~~shares~~98.77% ~~were~~of ~~present~~the attotal outstanding principal amount of the ~~Special~~2029 ~~Meeting~~Notes, ~~either~~from holders of $693,770,000 in ~~person~~aggregate orprincipal byamount ~~proxy~~of the US Issuers’ 5.875% Senior Notes due 2030 (the “2030 Notes”), representing approximately 8392.050% of the ~~Nielsen~~total ~~ordinary~~outstanding ~~shares~~principal ~~issued~~amount of the 2030 Notes and ~~outstanding~~from holders of $609,817,000 in aggregate principal amount of the US Issuers’ 4.750% Senior Notes due 2031 (the “2031 Notes” and ~~entitled~~collectively towith ~~vote~~the 2025 Notes, ~~which~~2028 ~~constituted~~Notes, a2029 ~~quorum~~Notes ~~for~~and 2030 Notes, the ~~purpose~~“Notes”), representing approximately 97.57% of the ~~Special~~total ~~Meeting~~outstanding principal amount of the 2031 Notes.

Having received the requisite consents from the holders of each series of Notes to the proposed amendments to the indenture governing such series of Notes (the “Proposed Amendments”), the Luxembourg Issuer and Deutsche Bank Trust Company Americas, in its capacity as trustee (the “Trustee”), entered into the Tenth Supplemental Indenture, dated as of September 7, 2022, which amends and supplements the Indenture, dated as of January 31, 2017, as amended and supplemented through the date hereof, governing the 5.000% Senior Notes due 2025 (the “2025 Notes Supplemental Indenture”), and concurrently, the US Issuers and the Trustee entered into the following supplemental indentures to also effect the Proposed Amendments: (i) the First Supplemental Indenture, dated as of September 7, 2022, which amends and supplements the Indenture, dated as of September 24, 2020, relating to the 5.625% Senior Notes due 2028 (the “2028 Notes Supplemental Indenture”); (ii) the First Supplemental Indenture, dated as of September 7, 2022, which amends and supplements the Indenture, dated as of May 28, 2021, relating to the 4.500% Senior Notes due 2029 (the “2029 Notes Supplemental Indenture”); (iii) the First Supplemental Indenture, dated as of September 7, 2022, which amends and supplements the Indenture, dated as of September 24, 2020, relating to the 5.875% Senior Notes due 2030 (the “2030 Notes Supplemental Indenture”); and (iv) the First Supplemental Indenture, dated as of September 7, 2022, which amends and supplements the Indenture, dated as of May 28, 2021, relating to the 4.750% Senior Notes due 2031 (the “2031 Notes Supplemental Indenture,” collectively with the 2025 Notes Supplemental Indenture, the 2028 Notes Supplemental Indenture, the 2029 Notes Supplemental Indenture and the 2030 Notes Supplemental Indenture, the “Supplemental Indentures”). The ~~final~~Proposed ~~results~~Amendments eliminate the requirement to make a “Change of ~~voting~~Control onOffer” ~~each~~in connection with the acquisition of the ~~proposals~~Company ~~submitted~~pursuant to the Transaction Agreement, dated March 28, 2022, as amended on August 19, 2022, by and among the Company, Neptune Intermediate Jersey Limited and Neptune BidCo US Inc., as further amended from time to time, and make certain other customary changes for a ~~vote~~privately-held company to the “Change of ~~Nielsen’s~~Control” ~~shareholders~~provisions atin the ~~Court~~indentures ~~Meeting~~governing the Notes. Each Supplemental Indenture provides that the Proposed Amendments will not become operative unless and until the ~~Special~~Luxembourg ~~Meeting~~Issuer ~~are~~or the US Issuers, as ~~follows:~~applicable, notify the Trustee of the applicable indenture that the Notes under such Indenture, representing at least a majority in aggregate principal amount of the respective Notes outstanding under such Indenture, that were validly tendered (and not validly withdrawn) have been accepted for purchase by the Offerors pursuant to the terms of the Tender Offer and Consent Solicitation.

~~Court~~Copies ~~Meeting~~of ~~Voting~~the ~~Results~~2025 Notes Supplemental Indenture, the 2028 Notes Supplemental Indenture, the 2029 Notes Supplemental Indenture, the 2030 Notes Supplemental Indenture and the 2031 Notes Supplemental Indenture are attached to this Current Report on Form 8-K as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, and such Exhibits are incorporated by reference herein.

1.As ~~Court~~a ~~Scheme~~result ~~Proposal:~~of Tothe ~~approve~~Offerors aand ~~Scheme~~the toTrustee beentering ~~made~~into ~~between~~the Supplemental Indentures, the ~~Company~~Offerors ~~and~~terminated their previously announced change of control offers for all of the ~~Scheme~~outstanding ~~Shareholders~~Notes, ~~(as~~which ~~defined~~offers inwere separate from the ~~Scheme)~~Tender Offer and Consent Solicitation.

~~Nielsen~~A ~~shareholders~~copy ~~approved~~of the ~~Court~~press ~~Scheme~~release ~~Proposal~~issued ~~with~~by the ~~following~~Company ~~voting~~announcing ~~results:~~the completion of the Consent Solicitation, the execution of the Supplemental Indentures and the termination of the change of control offers is attached to this Current Report on Form 8-K as Exhibit 99.1, and such Exhibit is incorporated herein by reference.

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

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

Special Meeting Voting Results

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

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

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

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

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

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

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

Item 8.01. Other Events.

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

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description of Exhibit
99.1		Press Release, dated September 1, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The following is filed as an exhibit to this report:


Exhibit No.		Description of Exhibit

4.1		Tenth Supplemental Indenture, dated as of September 7, 2022, among The Nielsen Company (Luxembourg) S.à r.l. and Deutsche Bank Trust Company Americas, as trustee (relating to the 5.000% Senior Notes due 2025).

4.2		First Supplemental Indenture, dated as of September 7, 2022, among Nielsen Finance LLC, Nielsen Finance Co. and Deutsche Bank Trust Company Americas, as trustee (relating to the 5.625% Senior Notes due 2028).

4.3		First Supplemental Indenture, dated as of September 7, 2022, among Nielsen Finance LLC, Nielsen Finance Co. and Deutsche Bank Trust Company Americas, as trustee (relating to the 4.500% Senior Notes due 2029).

4.4		First Supplemental Indenture, dated as of September 7, 2022, among Nielsen Finance LLC, Nielsen Finance Co. and Deutsche Bank Trust Company Americas, as trustee (relating to the 5.875% Senior Notes due 2030).

4.5		First Supplemental Indenture, dated as of September 7, 2022, among Nielsen Finance LLC, Nielsen Finance Co. and Deutsche Bank Trust Company Americas, as trustee (relating to the 4.750% Senior Notes due 2031).

99.1		Press release, issued September 8, 2022.

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

Forward-Looking Statements

This ~~communication~~Current Report on Form 8-K includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These statements include those set forth above relating to the proposed transaction as well as those that may be identified by words such as “will,” “intend,” “expect,” “anticipate,” “should,” “could” and similar expressions. These statements are subject to risks and uncertainties, and actual results and events could differ materially from what presently is expected, including regarding the proposed transaction and Nielsen ONE. Factors leading thereto may include, without limitation, the risks related to Ukraine conflict or the COVID-19 pandemic on the global economy and financial markets, the uncertainties relating to the impact of the Ukraine conflict or the COVID-19 pandemic on Nielsen’s business, the failure of Nielsen’s new business strategy in accomplishing Nielsen’s objectives, economic or other conditions in the markets Nielsen is engaged in, impacts of actions and behaviors of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules and processes affecting Nielsen’s business, the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could reduce anticipated benefits or cause the parties to abandon the proposed transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement entered into pursuant to the proposed transaction (the “Agreement”), the risk that the parties to the Agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Nielsen’s ordinary shares, the risk of any unexpected costs or expenses resulting from the proposed transaction, the risk of any litigation relating to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Nielsen to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, shareholders and other business relationships and on its operating results and business generally, the risk the pending proposed transaction could distract management of Nielsen, and other specific risk factors that are outlined in Nielsen’s disclosure filings and materials, which you can find on http://www.nielsen.com/investors, such as its 10-K, 10-Q and 8-K reports that have been filed with the Securities and Exchange Commission (the “SEC”). Please consult these documents for a more complete understanding of these risks and uncertainties. This list of factors is not intended to be exhaustive. Such forward-looking statements only speak as of the date of these materials, and Nielsen assumes no obligation to update any written or oral forward-looking statement made by Nielsen or on its behalf as a result of new information, future events or other factors, except as required by law.

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

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 undersigned hereunto duly authorized.

Date: September 2, 2022

NIELSEN HOLDINGS PLC

Date: September 8, 2022

NIELSEN HOLDINGS PLC

/s/ Jennifer Meschewski

Jennifer Meschewski Secretary

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