Item 5.07 Submission of Matters to a Vote of Security Holders
For the purposes of the Court Meeting to vote on the Scheme (as defined in the
Transaction Agreement, dated as of
At
The final results of voting on each of the proposals submitted to a vote of Nielsen's shareholders at the Court Meeting and the Special Meeting are as follows:
Court Meeting Voting Results
1. Court Scheme Proposal: To approve a Scheme to be made between the Company and the Scheme Shareholders (as defined in the Scheme).
Nielsen shareholders approved the Court Scheme Proposal with the following voting results:
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
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
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under Section 899(1) of the Companies Act (once obtained) to the Registrar of
Companies for
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
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit 99.1 Press Release, datedSeptember 1, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Forward-Looking Statements
This communication 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
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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
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