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  ☐

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Nielsen Holdings plc

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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(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 1, 2020

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 12, 2020 (the “Annual Meeting”). The Annual Meeting will be held online at www.virtualshareholdermeeting.com/NLSN2020 or, to attend in person, please come to 75 Second Avenue #330 Needham, MA 02494.

2019 was a year of tremendous progress at Nielsen and I’m extremely proud of the way our teams executed. We delivered solid results and achieved or beat the goals we set out for 2019. Our results reflect increased financial discipline and operational progress as we focused on building a strong foundation for the future.

We aligned our technology and operations within each of our segments – Nielsen Global Media (“Global Media”) and Nielsen Global Connect (“Global Connect”) – driving greater end-to-end accountability, and we began shifting our culture to that of a product-driven technology organization. Specifically, we developed clear product road maps, prioritizing the products that our clients need most, and made progress on modernizing our architecture to enable greater velocity, innovation and scale. Our teams executed well and I am proud of the results we delivered, achieving or beating all key guidance metrics for 2019.

In November 2019, following an extensive strategic review, Nielsen’s Board of Directors concluded that a separation of Global Media and Global Connect is the best path to position each business for long-term success. As independent, publicly traded companies, Media and Connect will be able to better pursue their unique operational and strategic priorities in order to accelerate their respective transformations. This is a particularly exciting time in Nielsen’s history as we enter the next chapter for Media and Connect – each business has significant opportunity ahead.

In Media, we are the leading global, independent arbiter of truth and the established trading currency across the media landscape with a growing global footprint across a $600 billion advertising market. As the market continues to evolve, we have an opportunity to expand our role in the media ecosystem, enabling buyers and sellers of media to transact on the basis of One Media Truth globally. We are investing in a disciplined way in our digital transformation and global adoption of One Media Truth, which we expect will result in faster growth over time.

In Connect, we provide critical market share measurement and analytics to consumer packaged goods manufacturers and retailers. Connect is the only provider with a truly global footprint, supporting $7 trillion in global grocery spend across over 100 markets. We have been investing in key initiatives, such as the Nielsen Connect platform, expanding coverage and retailer collaborations, which have greatly improved our competitive position and performance. At the same time, we’re investing in back-end efficiencies and automation to drive productivity, speed and quality. Strong execution led to a year of steady progress in Connect. In February 2020, David Rawlinson joined Nielsen’s management to lead Global Connect and he’ll serve as CEO of Global Connect post-separation. Together, we’ll work towards a successful separation of our two strong, global franchises.

I am confident that we are on the right path to deliver enhanced value for our clients and for our shareholders.

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” and is also deemed to include the explanatory notes relating to each proposal.

Our proxy materials are first being distributed or made available to shareholders on or about April 1, 2020.

Thank you for your continued support.

Sincerely,

David Kenny

Chief Executive Officer and Chief Diversity Officer

LETTER FROM OUR CHAIRPERSON TO OUR SHAREHOLDERS

Dear Shareholders,

On behalf of the Nielsen Board, thank you for your investment in Nielsen. 2019 was an important year for Nielsen, marked by the Board’s conclusion of the strategic review and strong execution by management that enabled the Company to deliver on the expectations it set for 2019. Under David Kenny’s leadership, we’ve seen a strong track record of execution and increased financial and operating discipline to drive greater accountability.

Planned Separation of Nielsen Global Media and Nielsen Global Connect

In November 2019, Nielsen’s Board unanimously concluded that separating Nielsen’s two businesses – Nielsen Global Media and Nielsen Global Connect – into two independent, publicly traded companies is the best path forward to enhance strategic focus and long-term shareholder value. The separation announcement concluded the Board-led, expanded strategic review that commenced in September 2018, during which we explored a broad range of options. In conjunction with the separation announcement, the Board also reduced the quarterly dividend to $0.06 per share, effective December 2019, in order to strengthen the two prospective balance sheets ahead of the separation and provide flexibility to invest for growth.

As independent companies, both Global Media and Global Connect will have added flexibility and clearer paths forward towards a new phase of growth, productivity and industry leadership. Each business has the right strategy and a clear roadmap in place to improve revenue, profits and cash flow over time, and the Board is working closely with management to ensure that we deliver.

Leadership and the Board

In early 2020, we added three key senior leaders to our management team, David Rawlinson, Linda Zukauckas and Laurie Lovett, who will all play a critical role as we move towards separating into two companies. David Rawlinson will lead the Global Connect business and will serve as the Chief Executive Officer of Global Connect post-separation. A current Nielsen board member, he knows the business well and we have great confidence in his ability to further drive the turnaround of the Connect business. Linda joined as Chief Financial Officer of Nielsen and Laurie joined as Chief Human Resources Officer of Nielsen. Both Linda and Laurie will remain with Global Media post-separation. We’re very excited to have them on the team during this dynamic time.

We also took action to strengthen our Board with the recent addition of three new directors. As we move towards the separation, we will work on establishing a Board for Global Connect.

Shareholder Engagement and Outreach

Transparency, credibility and accountability are of paramount importance to the Board and the Company’s senior management team. We view constructive dialogue and regular communication with our shareholders as central to Nielsen’s success as it helps inform our strategic initiatives and corporate governance matters. In 2019, the Board and senior management collectively engaged with investors that represent nearly 50% of our shareholder base on a wide range of topics, including the strategic review, capital allocation, and our strategy and financial performance. We hope to continue this dialogue with you going forward.

I want to thank you again for your support and assure you that your Board will remain actively involved in overseeing the Company’s path to value creation through execution of our strategic growth initiatives and a successful separation of Global Media and Global Connect later this year.

James A. Attwood, Jr.

Chairperson, Board of Directors

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

2019 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. In 2019, we delivered solid results, achieving or beating the goals we set out for 2019, which reflected increased financial discipline and operational progress.

During 2019:

Further information about our 2019 performance can be found on pages 32-35.

COMPENSATION HIGHLIGHTS

Further information about our compensation can be found on pages 30-69.

COMPLETION OF STRATEGIC REVIEW AND PLAN TO SPIN-OFF NIELSEN’S GLOBAL CONNECT BUSINESS

In November, we announced the completion of our comprehensive strategic review and our plan to spin-off the Company’s Global Connect business, creating two independent, publicly traded companies – the Global Media business and the Global Connect business. The strategic review was spearheaded by Mr. Attwood, who served as Executive Chairman of Nielsen’s Board during this time.

Further information on the proposed spin-off, which will be subject to shareholder approval at a separately convened shareholder meeting later this year, will be sent to shareholders in due course.

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.

NIELSEN HOLDINGS PLC

out on page NOT3-NOT4 and the ability to vote by internet, telephone or mail and to ask questions online during the Annual Meeting, which ensure that shareholders can participate in the Annual Meeting remotely instead of attending in person.

Due to the potential risks of aiding the spread of coronavirus (COVID-19) by gathering at the Annual Meeting, restrictions on travel and on how the meeting itself is held and conducted, we believe that the safest way to ensure all shareholders can exercise their rights at the Annual Meeting is by participating online rather than in person and by voting your shares in advance by returning the proxy card (if you received one) prior to the meeting. You are encouraged to return your proxy card as early as possible,

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		Authorization of the Board of Directors to Allot Equity Securities
Proposal No. 8		Approval of the Board of Directors to Allot Equity Securities without Rights of Pre-emption
Proposal No. 9		Approval of Forms of Share Repurchase Contracts and Repurchase Counterparties

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 83-88 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 11, 2020 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 8, 2020 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 7, 2020. 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.

YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2020 ANNUAL MEETING

This proxy statement, our annual report for the year ended December 31, 2019 (the Annual Report on Form 10-K for the year ended December 31, 2019), our UK Annual Report and Accounts for the year ended December 31, 2019, which consists 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 and related information prepared in connection with the Annual Meeting are or will be available at www.proxyvote.com and www.nielsen.com/investors. You will need the 16-digit control number included on your Notice or proxy card in order to access the proxy materials on www.proxyvote.com. In addition, if you have not received a copy of our proxy materials and would like one, you may download an electronic copy of our proxy materials or request a paper copy at www.proxyvote.com, or by telephone at 1-800-579-1639 or by email to sendmaterial@proxyvote.com. If requesting materials by email, please send a blank email with the 16-digit control number included on your Notice. You will also have the opportunity to request paper or email copies of our proxy materials for all future shareholder meetings.

April 1, 2020

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

This Proxy Statement of Nielsen Holdings plc 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 regarding our plan to spin-off Nielsen Global Connect 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. Factors leading thereto may include, without limitation, the expected benefits and costs of the spin-off transaction, the expected timing of completion of the spin-off transaction, the ability of Nielsen to complete the spin-off transaction, business disruptions, including health epidemics or pandemics, such as the novel coronavirus (COVID-19), general economic conditions, conditions in the markets Nielsen is engaged in, behavior of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules affecting Nielsen’s business and other specific risk factors that are outlined in our disclosure filings and materials, which you can find on http://www.nielsen.com/investors, such as our 10-K, 10-Q and 8-K reports that have been filed with the Securities and Exchange Commission. 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 they are made, and we assume no obligation to update any forward-looking statement as a result of new information, future events or other factors, except as required by law.

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 engaged a third-party independent search firm in July 2019 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. The firm identifies candidates who meet the criteria of our search, provides requested background and other relevant information regarding candidates, and coordinates arrangements for interview as necessary. Mses. Marinelli Mazza and Tellem and Mr. Castro were identified by the third-party independent search firm engaged by the Nomination and Corporate Governance Committee.

After considering the many skills and attributes each of Mses. Marinelli Mazza and Tellem and Mr. Castro would bring to the Board, including their professional backgrounds, extensive experience in media, and their diverse perspectives, our Nomination and Corporate Governance Committee recommended Mses. Marinelli Mazza and Tellem and Mr. Castro be nominated for election to our Board.

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 or re-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 2021 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.

Pursuant to the UK Companies Act 2006, shareholders representing at least 5% of our issued share capital have the right to require the Company to convene a special meeting and give notice to all shareholders of a resolution(s) to be voted on at such special meeting. Shareholders which meet the 5% threshold are not also subject to requirements as to ownership duration. Resolutions proposed by shareholders meeting the 5% threshold and which relate to the appointment of directors are not subject to a cap on the number of directors that can be proposed.

As Nielsen is a public limited company incorporated under the UK Companies Act 2006, its shareholders are not able to act by written consent and any resolutions proposed by shareholders must be voted on at a general meeting.

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

The following information describes the names, ages as of March 31, 2020, 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 election and re-election by the shareholders.

		The Board of Directors recommends that shareholders vote “FOR” the election or re-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 Messrs. Kenny and Rawlinson, 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. Since November 2019, Mr. Attwood has served as the Board’s non-executive, independent Chairperson. From July 2018 to November 2019, 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 remained an independent member of Nielsen’s Board. He was not a Nielsen employee and had no day-to-day responsibilities for the Company’s business. From January 1, 2016 to July 26, 2018, Mr. Attwood also 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 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. The Nomination and Corporate Governance Committee undertakes an evaluation process every year.

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. Mr. Attwood instructed the third party on the particular criteria to be covered in the assessment. Individual oral interviews between each director and the independent third party began in May 2019. The directors provided feedback regarding the Board, committees and peers with respect to: evaluation of Board membership; exploration of Board member behaviors against those of effective boards; assessment of meetings, materials and Board deliberations; examinations of key functions, including those that maximize shareholder value.

The independent third party discussed key themes that he had distilled from the Board members at a Nomination and Corporate Governance Committee meeting in July and presented to the Board in executive session in July. He then shared his feedback with each director individually. The Nomination and Corporate Governance Committee plans to engage an independent, third party at least every three years.

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:

COMMUNICATIONS WITH DIRECTORS

Any interested party who would like to communicate with, or otherwise make his or her concerns known directly to, the Chairperson 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 companysecretary@nielsen.com 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

Our Commitment

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.

Our Global Responsibility & Sustainability strategy at Nielsen includes all environmental, social and governance (“ESG”) issues that affect our business, operations, and all internal and external stakeholders. 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 ESG issues.

Diversity & Inclusion

Diversity and inclusion are essential to everything we do. We are committed to reflecting the diversity of the clients, communities and markets that we measure, inside our own workforce. When we have a diverse and inclusive culture, we continue to be viewed as allies by our communities, an employer of choice by our associates and a trusted and valued partner by our clients. We challenge ourselves to seek diversity any way we can, and we hold each other accountable. As part of their performance review, associates must state the actions they have taken to foster a more inclusive culture. All managers are encouraged to participate in an employee resource group and take our Breaking Bias training. Our CEO has also signed the LEAD (Leading Executives Advancing Diversity) Network pledge to increase the number of women in leadership, and the Hispanic Promise – a pledge to hire and retain more Latinx associates.

Responsibility & Sustainability Strategy and Reporting

We remain focused on connecting our business with relevant ESG issues through responsible policies and practices, evaluating and measuring performance on these issues, and external reporting and transparency. Regularly reporting our progress to stakeholders supports proactive and useful engagement opportunities to drive continuous improvement and positive change for our company, our people and our world.

Nielsen Green

We remain focused on creating more sustainable outcomes by leveraging operational efficiencies and harnessing the power of our employees’ contributions. We continue to actively manage our impact on the environment in part through Green Teams, our employee engagement program.

Supply Chain Sustainability

We recognize that our institutional spend with suppliers around the world comes with risks and impacts that are of concern to our company and our stakeholders – risks relating to climate change, energy use, human rights, conflict minerals and data privacy and security, among others. Like the immense purchasing power of individual consumers, as a global company, our institutional spend of over $2 billion can be a demand signal in the marketplace. Our Supply Chain Sustainability program had a productive fourth year in our goal to maintain a best-practice program with these responsibilities and opportunities in mind.

Nielsen Cares

Nielsen Cares mobilizes our data, expertise, and associates to positively impact the communities in which we live and work around the world. Since 2010, Nielsen Cares programs have aimed to commit Nielsen resources and time to social causes where we can make a difference as we seek to help shape a smarter market and drive one media truth. Our employees share skills, time, data, and insights through our volunteering and our in-kind giving programs.

Data for Good

Data is the foundation of our work and we believe it can be leveraged to advance social and environmental good as we seek to help shape a smarter market and drive one media truth. In 2019, we continued to seek out and scale relationships with nonprofit organizations and collaborators where we could help address shared global challenges in unique ways by using our data and capabilities.

Nielsen Foundation

The Nielsen Foundation (nielsen-foundation.org), a private foundation funded by Nielsen, began grantmaking to nonprofit organizations in 2016. The Nielsen Foundation seeks to bridge divides and enhance the use of data by the social sector to reduce discrimination, ease global hunger, promote effective education, and build strong leadership.

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 2019, the Board participated in deep dives on Nielsen’s Global Connect and Global Media businesses and go-forward strategy to continue to enhance 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 Board Chairperson 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 2019, our independent directors met fifteen 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.

The Audit Committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm for the year ending December 31, 2020.

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, 2019, 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, 2019 and 2018 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, 2020.

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, 2019 filed with the SEC.

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

Karen M. Hoguet (Chairperson)

Robert C. Pozen

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, 2020. 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, 2020. 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, 2020.

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, 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 Board has adopted a policy of providing annual advisory approvals of the compensation of our named executive officers. The next advisory approval of executive compensation will occur at the 2021 Annual General Meeting of Shareholders.

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:

 

•

Our executive compensation program is designed to incent and reward our leadership team for delivering sustained financial performance and long-term shareholder value.

 

•

A significant portion of each named executive officer’s compensation is at risk, dependent on the achievement of challenging annual and long-term performance goals and/or the performance of our share price.

 

•

Our variable performance-based compensation plans continued to operate as intended.

 

•

Payouts to NEOs under Nielsen’s Annual Incentive Plan for 2019 were all above target due to meeting or exceeding our financial targets for 2019.

 

•

Payouts to NEOs and other participants in Nielsen’s PRSU award program for the 2017 – 2019 cycle that matured on December 31, 2019 were zero.

 

•

Looking to 2020, the annual and long-term incentive programs were revised in anticipation of the separation of Nielsen Global Media and Nielsen Global Connect. For further information, see “Executive Compensation – Compensation Discussion and Analysis – How Pay Decisions are Made – 2020 Changes”.

 

		The Board of Directors recommends that shareholders vote “FOR” approval of the compensation of the Company’s named executive officers.

 

		2020 PROXY STATEMENT    29

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Executive Changes

There was significant turnover at the executive officer level in 2019: Mr. Dale, our former Chief Legal Officer, resigned in early 2019 and was replaced by Mr. Callard who joined in January 2019. Mr. Anderson, our former Chief Financial Officer, resigned at the end of December 2019 and was replaced by Ms. Zukauckas who joined in February 2020. Ms. Phillips, our former Chief Human Resources Officer, resigned at the end of November 2019 and was replaced by Ms. Lovett who joined in January 2020.

Business Overview

With a presence in 100+ countries Nielsen is a global measurement and data analytics company that provides the most complete and trusted view available of consumers and markets worldwide. Our business is divided into two business units: Global Media and Global Connect, both fundamental to the future of the industries they serve.

The planned separation of Global Media and Global Connect is targeted for completion within 12 months from the initial announcement in November 2019. We are confident that the separation is the best path forward to enhance strategic focus, growth and long-term shareholder value.

Nielsen Global Media is the arbiter of truth for media markets, providing media and advertising industries with unbiased and reliable metrics that create a shared understanding of the industry required for markets to function. We enable programmers, publishers, and advertisers to grow and succeed by uncovering and communicating the truth, free from bias or fear.

Nielsen Global Connect provides consumer packaged goods manufacturers and retailers with accurate, actionable information and insights and a complete picture of the complex and changing marketplace that companies need to innovate and grow. Our data and insights continue to provide the essential foundation that makes markets possible in the rapidly evolving world of commerce.

Business Performance

2019 was a year of progress at Nielsen. We delivered solid results, achieving or beating the goals we set out at the start of the year. For the first time since 2016, Global Connect grew organically.

For 2019:

Total Shareholder Return¹

The chart below shows the value of a $100 investment in Nielsen stock over a three-year period beginning December 31, 2016 and ending December 31, 2019. 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 as described under “– How Pay Decisions are Made – Long-Term Incentives – Performance Restricted Stock Units Awarded Under the Long-Term Performance Plan.”

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. This proxy statement relates to 2019 performance and compensation, neither of which were affected by the COVID-19 pandemic. The COVID-19 pandemic has the potential to impact 2020 financial results and therefore compensation outcomes.

Key considerations in 2019 were:

2019 Advisory Vote on Executive Compensation

Each year, our shareholders vote on an advisory resolution to approve the pay of our NEOs. In 2019, approximately 71% of the votes cast at our annual general meeting of shareholders affirmed our executive compensation program. While this is below the level we’d like to see, we believe our executive compensation programs continue to work as intended.

The 2017 Long Term Performance Plan (“LTPP”) grants which matured on December 31, 2019 did not pay out due to the relative total shareholder return and free cash flow metrics not meeting the required threshold performance levels as described under “-Summary of NEO Pay Decisions – PSRU Payouts Under the 2017 LTPP”. In addition, the 2018 LTPP is also projected to be below the threshold levels required for any payout to occur.

We regularly engage in outreach to shareholders, including on our executive compensation program. In 2019, Nielsen was focused on the Strategic Review, which resulted in the decision to separate Nielsen Global Media and Nielsen Global Connect into two independent, separately traded companies. As such, investor engagement in 2019 was more limited and was largely focused on the Strategic Review. The executive compensation program was revised for 2020 to support this pending separation in the following ways:

Nielsen anticipates that additional program redesign will take place once the separation is complete, for implementation in 2021.

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 toward 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.

Our NEOs participate in the same annual cash incentive plan that is applicable to all managerial employees, which in 2019 was funded based on full company annual revenue, adjusted EBITDA margin and free cash flow performance as described under “– How Pay Decisions are Made – Annual Incentive Plan 2019.”

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, and this was the case in 2019.

The chart below illustrates the elements of annual total direct compensation at target for Mr. Kenny, our CEO since December 2018. The next chart illustrates the target elements of total direct compensation for other NEOs in 2019. See “– Summary Compensation Table” for actual amounts earned by all NEOs in 2019. In all cases, the design of Nielsen’s compensation programs aligns closely with our peer group.