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 4, 2018

 

 

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 organization)

 

(Commission

file number)

 

(I.R.S. employer

identification number)

85 Broad Street

New York, New York 10004

+1 (646) 654-5000

 

AC Nielsen House

London Road

Oxford

Oxfordshire OX3 9RX

United Kingdom

+1 (646) 654-5000

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

 

 

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))

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 5, 2018, Nielsen Holdings plc (“Nielsen” or the “Company”) announced that David J. Anderson joined Nielsen effective immediately and will become Nielsen’s Chief Financial Officer (“CFO”) as of September 10, 2018.

Mr. Anderson, 69, was the Executive Vice President and Chief Financial Officer of Alexion Pharmaceuticals, Inc. from December 2016 to August 2017. Prior to that, Mr. Anderson served as Senior Vice President and Chief Financial Officer of Honeywell International from 2003-2014. Prior to joining Honeywell, Mr. Anderson was Senior Vice President and Chief Financial Officer of ITT Industries, as well as Newport News Shipbuilding. Previously, he also held senior financial positions with RJR Nabisco and the Quaker Oats Company. Mr. Anderson serves on the boards of Cardinal Health and American Electric Power Company, Inc. Mr. Anderson received a Bachelor of Science in Economics from Indiana University and a Masters of Business Administration from the University of Chicago (Booth School of Business).

Pursuant to the terms of an offer letter dated September 4, 2018 (the “Offer Letter”), Mr. Anderson’s annual salary will be $800,000. His incentive opportunity under the Company’s Annual Incentive Plan for the 2018 performance year is set at $800,000, with a $400,000 guaranteed payout for the 2018 performance year only.

Mr. Anderson will receive a one-time equity award having a fair market value of $2.25 million, consisting 50% of service-based restricted stock units (“RSUs”) and 50% of performance-based stock options, to be granted under the 2010 Nielsen Holdings Stock Incentive Plan (the “2010 Plan”) on October 26, 2018. The RSUs will vest in three equal annual installments following the grant date provided that Mr. Anderson is an active employee on the vesting date. The performance-based stock options will have a seven year term and will be subject to both a performance-vesting condition and a service-vesting condition, with the performance-vesting condition being achieved once the price of Nielsen’s common stock achieves the applicable growth target for a period of at least 21 consecutive trading days at any time during the three-year period following the grant date and the service-vesting condition being satisfied with respect to one-third of the performance-based options on each of the first three anniversaries of the grant date provided that Mr. Anderson is an active employee on the vesting date. The performance-based stock options are only exercisable after both the service-based vesting condition and the performance-based vesting condition have been achieved.

The Offer Letter also provides that Mr. Anderson will receive grants of long-term incentive awards, subject to Compensation Committee approval, consisting of (i) a grant in February 2019 of performance-based RSUs (“PRSUs”) under the Company’s Long-Term Performance Plan having a fair market value of $1.35 million, which will vest at the end of a three-year performance period commencing January 1, 2019 depending upon the achievement of certain performance goals and (ii) a grant in October 2019 of RSUs having a fair market value of $900,000, which will vest in four equal annual installments following the grant date, subject, in each case, to Mr. Anderson’s employment through the applicable vesting dates.

The RSUs, PRSUs and performance-based stock options will be subject to the terms and conditions of the 2010 Plan and will have termination provisions as set forth in award agreements that are generally consistent with the Company’s prior grants of RSUs, PRSUs and options to named executive officers; provided that, in the event of a termination by the Company without “Cause” or if Mr. Anderson resigns for “Good Reason” (as such terms are defined in the 2010 Plan documents), the pro rata portion of the next annual performance-based stock option tranche that would have vested will accelerate on the termination date only if the performance-based vesting condition (in addition to the service-based vesting condition) has been achieved.

Mr. Anderson will be eligible to participate in the Company’s U.S. Severance Policy for Section 16 Officers and Senior Executives and will be subject to Company share ownership of three times base salary in accordance with the Company’s share ownership guidelines. Mr. Anderson is also eligible for financial planning and executive wellness expenses capped each year at $15,000 and $2,500, respectively.

The foregoing description of the Offer Letter is qualified in its entirety by reference to the Offer Letter, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

10.1    Offer Letter to David J. Anderson, dated as of September 4, 2018
99.1    Press Release, dated September 5, 2018, issued by Nielsen Holdings plc pertaining to Mr. Anderson’s appointment

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 5, 2018

 

NIELSEN HOLDINGS PLC
By:  

/s/ Emily Epstein

Name:   Emily Epstein
Title:   Secretary

Exhibit 10.1

 

LOGO

September 4, 2018

Mr. D. Anderson

Dear Dave,

I am delighted to offer you the position of Chief Financial Officer based in our Wilton office, reporting to the CEO. Your hire date will be September 5, 2018 and your position as Chief Financial Officer will be effective September 10, 2018.

Your annualized base salary will be $800,000, payable in biweekly installments.

You will participate in our Annual Incentive Plan with an annual target of $800,000. For 2018 your payout will be guaranteed at $400,000.

In addition, the Compensation Committee of the Board has approved a one-time hiring equity award to be granted on October 26, having a value of $2,250,000. 50% of the award will be denominated in service-based RSUs vesting in 3 equal installments on each anniversary of the grant provided you are an employee on the vesting date. 50% of the award will be denominated in performance stock options. The options are earned once Nielsen stock price achieves a growth target for a period of 20+ consecutive days at any time in the 3-year period and vest in 3 equal annual installments on each anniversary of the grant provided you are an employee on the vesting date. The performance options are exercisable once the performance target has been met and the options have vested.

As a member of Nielsen’s senior management team, you will be eligible to participate in discretionary Long Term Incentive (LTI) awards.

In February, 2019 we will recommend to the Compensation Committee of the Board of Directors that you are awarded a grant of performance restricted stock units (PRSUs), having a value of $1,350,000 under our Long Term Performance Plan (LTPP). The PRSUs will be earned based on the company achieving approved cumulative financial performance targets over the three-year period commencing January 1, 2019.

In October 2019, we will recommend to the Compensation Committee that you are awarded an equity grant consisting of restricted stock units (RSUs) having a value of $900,000. RSUs automatically vest in 4 equal annual installments commencing on the first anniversary of the grant date provided you are an active employee on the vesting date.

As a senior executive at Nielsen you are expected to accumulate and maintain a meaningful level of stock ownership in the Company. The value of your stock ownership guideline is 3x your annual salary. The guideline shares will be determined using the closing price of a Nielsen share on your hire date. A summary of our stock ownership guideline is included in the addendum to this offer letter.

As a Nielsen employee, you will be eligible for all benefits currently offered to members of the Nielsen senior management team as of your first day of employment. Within a week of your start date you should receive an email from Fidelity, our benefits administration platform, inviting you to enroll in our benefit plans. You must enroll within 31 days of your hire date.

 

LOGO

 

If you do not receive your email, please contact the Fidelity Benefits Service Center (1-800-500-2363).

While it is our sincere hope that our relationship will be a long and mutually beneficial one, your employment by Nielsen is at-will, which means either you or the company may voluntarily terminate your employment at any time. In the event your employment is terminated involuntarily (except in cases deemed to be “for cause”) or voluntarily “for good reason”, you will receive benefits as described in our Executive Severance Policy, a copy of which is enclosed with this letter.

This offer is conditional upon the following:

 

  1.

Successful completion of a background check including prior employment and education verification.

 

  2.

Your completion of the Employment Eligibility Verification Form I-9. The Immigration Reform and Control Act of 1985 requires employers to verify that all employees are legally authorized to work in the United States.

 

  3.

Signed return of necessary documents listed on the form to establish your identity and employment eligibility. This form, and other new hire paperwork will be sent to you upon accepting this offer and should be submitted on your first day of employment.

 

  4.

Your signing the enclosed Executive Non Disclosure, Non Solicitation, Non-Competition and Inventions Assignment Agreement.

Dave, on behalf of the entire Nielsen team, I am thrilled to welcome you to our organization. I look forward to working together as you build a rewarding career and we create long term value at Nielsen.

Sincerely,

Nancy Phillips

 

Accepted:
 

 

Dave Anderson                        Date:

 

LOGO

 

Share Ownership Guidelines Summary

 

  •  

Eligible shares include shares owned directly, jointly, beneficially owned held indirectly, shares held in 401k

 

  •  

Ineligible shares include stock options and shares pledged for loans

 

  •  

There is no set time period to attain the guideline but until the guideline is attained, executive is restricted from selling shares (with the exception of shares used to cover income tax liability on vesting RSUs and on option exercise and hold transactions)

 

  •  

Guidelines are set using a multiple of base salary (3x) for Section 16 Officers

 

  •  

Guideline shares are calculated for new hires using the closing price of a Nielsen share on the hire date

 

  •  

Once guideline is met, there is no reset of the guideline unless the executive crosses a threshold (due to position or salary). 3x base salary is the maximum threshold below the level of the CEO.

 

  •  

Executive is to produce an annual statement or certification of share ownership

 

  •  

Compensation Committee may waive application of guidelines in event of financial hardship

Exhibit 99.1

 

News Release    LOGO

Investor Relations: Sara Gubins, +1 646 654 8153

Media Relations: Laura Nelson, +1 203 563 2929

DAVID J. ANDERSON NAMED NEW NIELSEN CFO

New York, USA – September  5, 2018 – Nielsen’s Board of Directors announced today that David J. Anderson joined Nielsen effective immediately and will become Chief Financial Officer as of September 10, 2018. Anderson brings extensive experience as the CFO of multinational public companies. He has helped develop and successfully implement strategies for growth and operational improvement in complex environments. He has been recognized by shareholders and analysts for his track record of delivering strong shareholder returns and managing strategic transformations. At Nielsen, Anderson will oversee all financial functions and will play an active role in communications with shareholders and analysts.

From 2003 to 2014, Anderson served as Senior Vice President and Chief Financial Officer of Honeywell International Inc., one of the world’s largest diversified industrial companies. During his tenure, Honeywell’s revenues nearly doubled to $40 billion, margins expanded 600 basis points, cash flow grew threefold and cash flow conversion averaged 110% of net income. Anderson was consistently recognized by Institutional Investor’s survey of investors and sell-side analysts as one of America’s top CFOs. He was also named top Big Cap CFO by Investor Relations magazine in 2012, 2013, and 2014.

Anderson succeeds Jamere Jackson, who served in the role since 2014 and has resigned to pursue an opportunity outside of the company.

“We are extremely pleased to have Dave join us, especially during this important time for the Company,” commented James Attwood, Executive Chairman of Nielsen. “Dave’s deep financial expertise and strategic skills will enable him to make a strong and immediate contribution to Nielsen.”

“Dave’s skilled leadership will be a great addition to our management team,” commented Nielsen CEO, Mitch Barns. “In addition, his experience in a variety of industries will be of great support for the company.”

Previously, Anderson served as CFO of diversified manufacturer ITT Industries, Inc. and of Newport News Shipbuilding, where he led the effort to establish the company as a standalone publicly traded entity. Anderson also spent five years as a divisional CFO at RJR Nabisco, where he was heavily involved in the company’s cost reduction, M&A, and international expansion efforts. Anderson has also held key financial roles at Kraft, and The Quaker Oats Company. Most recently, he served as CFO of Alexion Pharmaceuticals during a period of significant challenge and change for that company.

Anderson holds an undergraduate degree from Indiana University and an MBA from the University of Chicago’s Booth School of Business.

About Nielsen

Nielsen Holdings plc (NYSE: NLSN) is a leading global performance management company that provides clients with a comprehensive understanding of consumers and consumer behavior. We deliver critical media and marketing information, analytics and industry expertise about what consumers buy (referred to herein as “Buy”) and what consumers read, watch and listen to (consumer interaction across the television, radio, digital and mobile viewing and listening platforms referred to herein as “Watch”) on a global and local basis. Our measurement and analytical services help our clients maintain and strengthen their market positions and identify opportunities for profitable growth. Nielsen, an S&P 500 company, has a presence in more than 100 countries, including many emerging markets, and holds leading market positions in many of our services and geographies. For more information, visit www.nielsen.com .

From time to time, Nielsen may use its website and social media outlets as channels of distribution of material company information. Financial and other material information regarding the company is routinely posted and accessible on our website at http://www.nielsen.com/investors and our Twitter account at http://twitter.com/Nielsen .