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NLSN > SEC Filings for NLSN > Form 8-K on 9-May-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Submission of Matters to a Vote

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On May 7, 2013, the shareholders of Nielsen Holdings N.V. (the "Company") approved the Amended and Restated Nielsen Holdings 2010 Stock Incentive Plan (the "Plan") at the Company's annual meeting of shareholders. The principal purpose of the amendment is to (i) authorize 24,531,295 shares of our common stock to be issued under the Plan (representing an increase of 9,300,000 shares over the amount authorized under the Plan prior to the amendment), (ii) increase the maximum number of shares underlying options and stock appreciation rights that may be granted to a participant from 1,250,000 to 2,000,000 during any fiscal year, and (iii) make some technical updates to the provisions related to the administration of the Plan.

The material features of the Plan are described in the Company's definitive proxy statement for the 2013 annual meeting of shareholders (the "Proxy Statement") filed with the Securities and Exchange Commission (the "SEC") on April 15, 2013 in the section entitled "Proposal No. 6-Approval of the Amended and Restated Nielsen Holdings 2010 Stock Incentive Plan," which description is filed herewith as Exhibit 99.1 and incorporated herein by reference. The above description of the Plan is qualified in its entirety by reference to the copy of the Plan attached to the Proxy Statement as Annex A, which is also incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders on May 7, 2013. The Company's shareholders considered eight proposals, each of which is described in more detail in the Proxy Statement. The final voting results for each matter submitted to a vote of shareholders at the annual meeting are as follows:

                                             For            Against          Abstain        Non-Votes
1. To (a) adopt the Dutch statutory       339,041,396        2,116,104       1,108,487              -
annual accounts for the year ended
December 31, 2012 and (b) authorize
the preparation of the Dutch
statutory annual accounts and the
annual report of the Board of
Directors required by Dutch law, both
for the year ending December 31, 2013
in the English language
2. To discharge the members of the        335,170,104          115,815       1,727,252       5,252,816
Board of Directors from liability
pursuant to Dutch law in respect of
the exercise of their duties during
the year ended December 31, 2012
3. To elect the following Executive
and Non-Executive Directors of the
Board of Directors
David L. Calhoun                          316,216,154       20,777,011          20,006       5,252,816
James A. Atwood, Jr.                      303,054,771       33,957,883             517       5,252,816
Richard J. Bressler                       305,155,877       31,856,777             517       5,252,816
Patrick Healy                             305,155,920       31,856,734             517       5,252,816
Karen M. Hoguet                           334,083,111        2,929,543             517       5,252,816
James M. Kilts                            312,561,168       24,451,386             617       5,252,816
Alexander Navab                           305,154,503       31,856,930           1,738       5,252,816
Robert Pozen                              333,285,769        3,726,885             517       5,252,816
Vivek Ranadivé                            303,863,181       33,147,953           2,037       5,252,816
Robert Reid                               304,975,875       32,035,529           1,767       5,252,816
Javier G. Teruel                          334,034,009        2,978,645             517       5,252,816
4. To ratify the appointment of           341,492,612          770,233           3,142              -
Ernst & Young LLP as the Company's
independent registered public
accounting firm for the year ending
December 31, 2013
5. To appoint Ernst & Young               341,491,237          771,339           3,411              -
Accountants LLP as the Company's
auditor who will audit the Company's
Dutch statutory annual accounts for
the year ending December 31, 2013
6. To approve the Amended and             331,085,989        5,915,739          11,443       5,252,816
Restated 2010 Stock Incentive Plan

                                              For            Against         Abstain        Non-Votes
7. To approve the extension of the         341,757,114          73,966         434,907              -
authority of the Board of Directors to
repurchase up to 10% of the Company's
issued share capital (including
depositary receipts issued for the
Company's shares) until November 7,
2014 on the open market, through
privately negotiated transactions or
in one or more self-tender offers for
a price per share (or depositary
receipt) not less than the nominal
value of a share and not higher than
110% of the most recently available
(as of the time of repurchase) price
of a share (or depositary receipt) on
any securities exchange where the
Company's shares (or depositary
receipts) are traded
8. To approve, in a non-binding,           324,874,024       5,785,190       6,353,957       5,252,816
advisory vote the compensation of the
Company's named executive officers as
disclosed in the Proxy Statement
pursuant to the SEC rules

Item 9.01. Exhibits.

(e) Exhibits

For a list of exhibits, see the Exhibit Index in this Report, which is incorporated into this Item 9.01 by reference.

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