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

Nielsen Holdings plc (the "Company") held its annual general meeting of shareholders on May 17, 2022 (the "Annual Meeting"). The Company's shareholders considered ten proposals, each of which is described in more detail in the Company's definitive proxy statement for the Annual Meeting (the "Proxy Statement") filed with the Securities and Exchange Commission on April 5, 2022. A total of 288,898,465 shares were represented at the Annual Meeting in person or by proxy, or 80.33% of the total shares entitled to vote. The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:

Proposal 1. To elect the directors listed below:



                                                                  Broker
Nominee                      For        Against     Abstain     Non-Votes
James A. Attwood, Jr.    233,811,213   9,565,178   35,094,971   10,427,103
Thomas H. Castro         236,609,645   6,766,278   35,095,439   10,427,103
Guerrino De Luca         239,660,750   3,715,282   35,095,330   10,427,103
Karen M. Hoguet          240,540,572   2,835,697   35,095,093   10,427,103
David Kenny              241,972,279   1,405,354   35,093,729   10,427,103
Janice Marinelli Mazza   239,652,797   3,722,741   35,095,824   10,427,103
Jonathan F. Miller       240,360,824   3,012,883   35,097,655   10,427,103
Stephanie Plaines        241,975,229   1,398,987   35,097,146   10,427,103
Nancy Tellem             235,010,184   8,364,388   35,096,790   10,427,103
Lauren Zalaznick         239,067,389   4,308,363   35,095,610   10,427,103

Each of the nominees was elected for a term of one year until the 2023 annual general meeting of shareholders and until each of their respective successors is duly elected and qualified.

Proposal 2. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022



    For        Against    Abstain
287,427,530   1,446,067   24,868

This proposal was approved.

Proposal 3. To reappoint Ernst & Young LLP as the Company's UK statutory auditor to audit the Company's UK statutory annual accounts for the year ending December 31, 2022



    For        Against    Abstain
287,428,422   1,443,556   26,487

This proposal was approved.

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Proposal 4. To authorize the Audit Committee of the Board of Directors to determine the compensation of the Company's UK statutory auditor



    For       Against   Abstain
288,741,249   114,161   43,055

This proposal was approved.

Proposal 5. To approve on a non-binding, advisory basis the compensation of the Company's named executive officers as disclosed in the Proxy Statement

For Against Abstain Broker Non-Votes 217,129,451 26,216,759 35,125,152 10,427,103

This proposal was approved.

Proposal 6. To approve on a non-binding, advisory basis the Directors' Compensation Report for the year ended December 31, 2021, which was included as Annex A in the Proxy Statement

For Against Abstain Broker Non-Votes 223,488,103 19,861,905 35,121,354 10,427,103

This proposal was approved.

Proposal 7. To authorize the Board of Directors to allot equity securities



    For        Against     Abstain
244,502,432   44,360,402   35,631

This proposal was approved.

Proposal 8. To authorize the Board of Directors to allot equity securities without rights of pre-emption



    For        Against     Abstain
248,466,119   40,099,230   333,116

This proposal was approved.

Proposal 9. To authorize the Board of Directors to allot equity securities without rights of pre-emption in connection with an acquisition or specified capital investment



    For        Against     Abstain
248,125,539   40,442,354   330,572

This proposal was approved.

Proposal 10. To approve of forms of share repurchase contracts and share repurchase counterparties



    For        Against     Abstain
285,546,995   2,300,754   1,050,716

This proposal was approved.

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