Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On April 21, 2021, the Board of Directors (the “Board”) of Nielsen Holdings plc
(the “Company”) appointed Stephanie Plaines as a member of the Board, effective
immediately, to serve until the 2021 annual meeting of shareholders of the
Company or until a successor is duly elected and qualified. On April 22, 2021,
effective immediately, the Board appointed Ms. Plaines to its Audit Committee.
Ms. Plaines, 54, served as the Chief Financial Officer of Jones Lang LaSalle
Incorporated (“JLL”) from March 2019 to November 2020. Prior to joining JLL,
Ms. Plaines was the US Retail CFO at Starbucks Corporation from April 2017 to
December 2018, CFO SamsClub.com at Walmart Global eCommerce from March 2016 to
March 2017, and CFO Stop & Shop division at Ahold Delhaize from January 2011 to
February 2016. Prior to joining Ahold Delhaize in 2004, Ms. Plaines held
positions of increasing responsibility at Catalina Marketing Corporation,
PepsiCo, Inc. and UBS Corporation.
There are no arrangements or understandings between Ms. Plaines and any other
persons pursuant to which she was selected as a director. There are also no
family relationships between Ms. Plaines and any director or executive officer
of the Company and she has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As a member of the Board, Ms. Plaines is entitled to receive an annual cash
retainer of $80,000 and an annual grant of deferred stock units having a fair
market value of $180,000 as of the date of grant, which will vest in four
substantially equal quarterly installments, each prorated from the date of her
appointment as a director. As a member of the Audit Committee, Ms. Plaines is
entitled to receive a fee of $15,000, prorated from the date of her appointment.
Item 7.01 Regulation FD Disclosure.
On April 22, 2021, the Company issued a press release announcing the appointment
of Ms. Plaines to the Board. A copy of the press release is furnished herewith
as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended
to be furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Description 99.1 Press Release dated April 23, 2021.
The information in Exhibit 99.1 shall not be treated as “filed” for purposes of
the Securities Exchange Act of 1934, as amended.
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