Edgar Filing: Nielsen Holdings plc

To elect the Directors listed below:

1a.

1b.

1c.

1d.

1e.

1f.

1g.

1h.

1i.

James A. Attwood, Jr.

Mitch Barns

Karen M. Hoguet

James M. Kilts

Harish Manwani

Robert Pozen

David Rawlinson

Javier G. Teruel

Lauren Zalaznick

DEFA14A

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 ☐

Check the appropriate box:


☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☒		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

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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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 23, 2017.


		Meeting Information
NIELSEN HOLDINGS PLC		Meeting Type: Annual Meeting
		For holders as of: March 24, 2017
		Date: May 23, 2017 Time: 9:00 AM Eastern Time
		Location:	Meeting live via the Internet-please visit nielsen.onlineshareholdermeeting.com
		The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet, please visit nielsen.onlineshareholdermeeting.com and be sure to have the information that is printed in the box marked by the arrow (located on the following page).
NIELSEN HOLDINGS PLC 40 DANBURY ROAD WILTON, CT 06897-4445	You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You will not receive a paper or e-mail copy of the proxy materials unless you request one. You may view the proxy materials online at www.proxyvote.com or easily request a paper or e-mail copy (see reverse side).
	We encourage you to access and review all of the important information contained in the proxy materials before voting.
		See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote —

How to Access the Proxy Materials


				Proxy Materials Available to VIEW or RECEIVE:
				NOTICE AND PROXY STATEMENT US ANNUAL REPORT UK ANNUAL REPORT
				How to View Online:
				Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.
				How to Request and Receive a PAPER or E-MAIL Copy:
				If you want to receive a paper or e-mail copy of the above proxy materials or proxy materials for future shareholder meetings, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
				1) BY INTERNET: www.proxyvote.com
				2) BY TELEPHONE: 1-800-579-1639
				3) BY E-MAIL*: sendmaterial@proxyvote.com
				* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 9, 2017 to facilitate timely delivery.
— How To Vote —
				Please Choose One of the Following Voting Methods
				Vote By Internet:
				Before The Meeting:
				Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
				During The Meeting:
				Go to nielsen.onlineshareholdermeeting.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
				Vote By Mail: You can vote by mail by requesting a paper copy of the proxy materials, which will include a proxy card.

Voting Items


Our Board of Directors recommends that you vote “FOR” each director nominee listed in Proposal 1 in the proxy statement, “FOR” each of the Proposals 2, 3, 4, 5 and 7 and vote “ONE YEAR” for Proposal 6.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2017.

To reappoint Ernst & Young LLP as our UK statutory auditor to audit our UK statutory annual accounts for the year ending December 31, 2017.

To authorize the Audit Committee to determine the compensation of our UK statutory auditor.

To approve on a non-binding, advisory basis the compensation of our named executive officers as disclosed in the proxy statement pursuant to the rules of the U.S. Securities and Exchange Commission.

To determine on a non-binding, advisory basis whether a shareholder vote to approve the compensation of our named executive officers should occur every 1, 2 or 3 years.

To approve on a non-binding, advisory basis the Directors’ Compensation Report for the year ended December 31, 2016.

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