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NLSN > SEC Filings for NLSN > Form 8-K on 20-Dec-2013All Recent SEC Filings

Show all filings for NIELSEN HOLDINGS N.V.

Form 8-K for NIELSEN HOLDINGS N.V.


20-Dec-2013

Change in Directors or Principal Officers


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

As previously disclosed, effective January 1, 2014, Dwight M. Barns will become the Chief Executive Officer of Nielsen Holdings N.V. (the "Company"). On December 19, 2013, the Company's Board of Directors, following a recommendation of the Company's Compensation Committee, determined that Mr. Barns's new annual salary, effective January 1, 2014, will be $1 million and that pursuant to the Company's annual incentive plan he will be eligible to receive an annual bonus for the 2014 performance year of up to $1.8 million (payable in the first quarter of 2015). The Board also determined that Mr. Barns will receive a one-time $75,000 payment on or about January 1, 2014 to cover temporary living expenses near the Company's headquarters. Mr. Barns will also be eligible for future grants under the Amended and Restated Nielsen Holdings 2010 Stock Incentive Plan, including stock options, restricted stock units and long-term performance restricted shares.

Mr. Barns currently serves as the Company's President, Global Client Service and, as such, he is eligible pursuant to the Company's annual incentive plan to receive an annual bonus payable in respect of the 2013 performance year, with such amount to be determined and paid in the first quarter of 2014.

On December 19, 2013, Richard Bressler, Patrick Healy and Robert Reid resigned from the Boards of Directors of the Company and The Nielsen Company B.V. ("TNC"), and Ganesh Rao was elected as a member of the Board of Directors of the Company, to serve until the next Annual Meeting of Shareholders of the Company, and as a member of the Board of Directors of TNC. Mr. Rao also replaced Richard J. Bressler on the Compensation Committee and the Nomination and Corporate Governance Committee of the Company.

Mr. Rao, age 37, is a managing director at Thomas H. Lee Partners, L.P., which he joined in 2000. Mr. Rao is currently a director of Ceridian HCM Holding Inc., Comdata Inc. and MoneyGram International, Inc. Mr. Rao holds a B.A., summa cum laude, in Economics from Duke University and an M.B.A. from Harvard Business School.

Mr. Rao was nominated as a director by Thomas H. Lee Partners pursuant to its rights under the letter agreement with the Company, dated as of August 14, 2013. Because of his affiliation with Thomas H. Lee Partners, L.P., Mr. Rao will not receive any additional compensation as a member of the Boards of Directors of the Company and TNC and the Compensation Committee and the Nomination and Corporate Governance Committee of the Company.


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