Nielsen Holdings plc (Form: 8-K, Received: 01/04/2019 08:16:47)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): January 2, 2019

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		Nielsen House John Smith Drive Oxford Oxfordshire OX4 2WB 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 January 2, 2019, Eric J. Dale, the Chief Legal Officer of Nielsen Holdings plc (the “ Company ”), informed the Company of his election to resign and depart from the Company to pursue an external opportunity. On January 4, 2019, the Company announced the appointment of George D. Callard as Mr. Dale’s successor, effective January 22, 2019. Mr. Dale will remain with the Company through February 1, 2019 to support the transition to Mr. Callard. The Company’s press release dated January 4, 2019, concerning Mr. Callard’s appointment and Mr. Dale’s resignation is filed herewith as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

The following Exhibit is filed herewith:


Exhibit No.		Description

99.1		Press Release dated January 4, 2019

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.


Dated: January 4, 2019	NIELSEN HOLDINGS PLC


	By:	/s/ Emily Epstein
	Name:	Emily Epstein
	Title:	Secretary

Exhibit 99.1

LOGO

Investor Relations: Sara Gubins, +1 646 654 8153

Media Relations: Laura Nelson, +1 203 563 2929

GEORGE D. CALLARD NAMED NIELSEN’S CHIEF LEGAL OFFICER

New York, USA – January 4, 2019 – David Kenny, Nielsen’s Chief Executive Officer announced today the appointment of George D. Callard as Chief Legal Officer, effective January 22, 2019. Callard succeeds Eric J. Dale, who has served in the role since 2015 and resigned to pursue an opportunity outside of the company.

Callard has 25 years of extensive experience covering a broad range of administrative and legal responsibilities. Callard joins Nielsen from The Weather Channel television network, where he was President. His legal experience spans stints at AT&T Inc and NBCUniversal and finally at Weather Group LLC, the company that was created after certain assets of The Weather Company were sold to IBM. At The Weather Company, he was responsible for a broad range of legal and government relations functions including mergers and acquisitions, regulatory and compliance issues, litigation, risk management, global strategic investments and joint ventures, intellectual property, global product and software development and licensing, data and online privacy.

“George’s experience, keen legal mind and thoughtful approach make him a terrific addition to our company at this time,” commented Kenny.

“Nielsen’s role as the trusted, independent source of truth that underpins markets around the world makes this a unique and powerful opportunity. I’m thrilled to join this team at this time of great evolution,” commented Callard.

Callard received his JD from Case Western Reserve University School of Law and has a master’s degree from the University of Cincinnati and a bachelor’s degree from Union College.

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 .