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NLSN > SEC Filings for NLSN > Form 8-K on 8-May-2014All Recent SEC Filings

Show all filings for NIELSEN N.V.

Form 8-K for NIELSEN N.V.


8-May-2014

Submission of Matters to a Vote of Security Holders


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

Nielsen N.V. (formerly known as Nielsen Holdings N.V.) (the "Company") held its annual meeting of shareholders on May 6, 2014. The Company's shareholders considered nine proposals, each of which is described in more detail in the Company's definitive proxy statement for the 2014 annual meeting of shareholders (the "Proxy Statement") filed with the Securities and Exchange Commission (the "SEC") on April 14, 2014. The final voting results for each matter submitted to a vote of shareholders at the annual meeting are as follows:

                                                                                                 Broker
                                                                                                  Non-
                                                For             Against          Abstain          Votes
1. To (a) adopt the Dutch statutory
annual accounts for the year ended
December 31, 2013 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, 2014, in the English
language                                     331,261,476            57,094       1,036,860              -

2. To discharge the members of the Board
of Directors from liability pursuant to
Dutch law in respect of the exercise of
their duties during the year ended
December 31, 2013                            331,176,554           175,587       1,003,289              -

3. To elect the following Directors of
the Board of Directors

David L. Calhoun                             320,648,748         5,527,675         161,224       6,071,783

James A. Attwood, Jr.                        302,814,760        23,361,672         161,215       6,071,783

Karen M. Hoguet                              308,688,117        17,488,816         160,714       6,071,783

James M. Kilts                               319,794,485         6,381,312         161,850       6,071,783

Alexander Navab                              224,300,328       101,875,564         161,755       6,071,783

Robert Pozen                                 315,992,069        10,184,168         161,410       6,071,783

Vivek Ranadivé                               321,606,048         4,570,269         161,330       6,071,783

Ganesh Rao                                   226,797,438        99,377,738         162,471       6,071,783

Javier G. Teruel                             308,699,581        17,476,751         161,315       6,071,783

4. To ratify the appointment of Ernst &
Young LLP as the Company's independent
registered public accounting firm for
the year ending December 31, 2014            331,869,296           325,757         160,377              -

5. To appoint Ernst & Young Accountants
LLP as the Company's auditor who will
audit the Company's Dutch statutory
annual accounts for the year ending
December 31, 2014                            331,789,493           406,029         159,908              -


--------------------------------------------------------------------------------
6. To approve the Nielsen Holdings
Executive Annual Incentive Plan              280,615,069       45,531,915         190,663       6,071,783

7. To approve the extension of the
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 6, 2015
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              326,089,436           76,255         171,956       6,071,783

8. To (a) approve the amendment of the
articles of association to reflect the
change of the name of the Company to
Nielsen N.V. and (b) authorize any and
all lawyers and (deputy) civil notaries
practicing at Clifford Chance LLP,
Amsterdam, the Netherlands, to execute
the notarial deed of amendment of the
articles of association to effect the
aforementioned amendment of the articles
of association                               332,102,770           84,237         168,423              -

9. To approve, in a non-binding,
advisory vote the compensation of the
Company's named executive officers as
disclosed in the Proxy Statement
pursuant to the SEC rules                    251,172,804       73,714,881       1,449,962       6,071,783


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