TransUnion
For the period ended May 2, 2024. Filed Mar 21, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 2, 2024 · Filed Mar 21, 2024
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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 |
TransUnion
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
March 21, 2024
Dear Fellow Stockholders:
I am pleased to invite you to join our Board of Directors and senior leadership for our 2024 Annual Meeting of Stockholders (Annual Meeting), which will be held on Thursday, May 2, 2024, at 12:00 p.m. Central Daylight Time. Our Annual Meeting will be a virtual meeting of stockholders, which will be conducted via live audio webcast.
The attached Notice of Annual Meeting of Stockholders and proxy statement will serve as your guide to the business to be conducted at the meeting. We are also mailing a Notice of Internet Availability of Proxy Materials (Notice) to our stockholders. We believe the Notice process allows us to provide our stockholders with the information they desire in a timely manner, while saving costs and reducing the environmental impact of our Annual Meeting. The Notice contains instructions on how to access our 2023 Annual Report (which includes our 2023 Form 10-K), proxy statement and proxy card over the Internet, as well as instructions on how to request a paper copy of the materials, if desired.
Your vote is very important to us. We encourage you to sign and return your proxy card and/or vote by telephone or via the Internet following the instructions on the Notice as soon as possible, so that your shares will be represented and voted at the Annual Meeting. Instructions on how to vote are on page 10.
We urge you to read the accompanying proxy statement carefully and to vote FOR the director nominees proposed by the Board of Directors and FOR proposals 2 through 5, in accordance with the recommendations of the Board of Directors.
On behalf of your Board of Directors, thank you for your confidence in TransUnion. We look forward to your continued support.
Chris Cartwright
President & Chief Executive Officer
555 West Adams Street
Chicago, Illinois 60661
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on Thursday, May 2, 2024
12:00 p.m. Central Daylight Time
The 2024 Annual Meeting of Stockholders of TransUnion (Annual Meeting) will be held at 12:00 p.m. Central Daylight Time on Thursday, May 2, 2024. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders and TransUnion. Stockholders will be able to attend and listen to the Annual Meeting live, submit questions and vote their shares electronically at the Annual Meeting from virtually any location around the world. In order to attend and vote at the Annual Meeting, please follow the instructions in the section titled “Questions and Answers About the Annual Meeting” beginning on page 7.
We are holding the Annual Meeting for the following purposes:
| 1. | To elect each of George M. Awad, William P. (Billy) Bosworth, Christopher A. Cartwright, Suzanne P. Clark, Hamidou Dia, Russell P. Fradin, Charles E. Gottdiener, Pamela A. Joseph, Thomas L. Monahan, III, Ravi Kumar Singisetti and Linda K. Zukauckas to the Board of Directors for a term of one year; |
| 2. | To ratify the appointment of PricewaterhouseCoopers LLP as TransUnion’s independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| 3. | To hold a non-binding advisory vote to approve the compensation of TransUnion’s named executive officers; |
| 4. | To amend and restate TransUnion’s Amended and Restated 2015 Omnibus Incentive Plan to, among other things, increase the number of shares authorized for issuance by 4 million shares and extend the term of the plan through the tenth anniversary of the effective date of such amendment and restatement; |
| 5. | To amend TransUnion’s 2015 Employee Stock Purchase Plan, as Amended and Restated, to increase the number of shares authorized for issuance by 3 million shares; and |
| 6. | To transact any other business that may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting. |
The close of business on March 7, 2024 is fixed as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. A complete list of such stockholders will be available for examination, by any stockholder, at our offices in Chicago, Illinois during normal business hours for a period of ten days before the Annual Meeting. Please contact our Corporate Secretary, Rachel W. Mantz, at(312) 985-2000 if you wish to inspect the list of stockholders before the Annual Meeting.
We are pleased to take advantage of the U.S. Securities and Exchange Commission’s “Notice and Access” rule that allows us to provide stockholders with notice of their ability to access proxy materials via the Internet. Under this process, on or around March 21, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials (Notice) to certain of our stockholders informing them that our proxy statement, 2023 Annual Report (which includes our 2023 Form 10-K) and voting instructions will be available on the Internet as of the same date. The proxy statement will also be made available to all other stockholders on or around March 21, 2024. As more fully described in the Notice, all stockholders may choose to access our proxy materials via the Internet or may request printed materials.
By order of the Board of Directors,
Rachel W. Mantz
Senior Vice President, Deputy General
Counsel and Corporate Secretary
March 21, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
The Notice of the 2024 Annual Meeting, the proxy statement and our 2023 Annual Report
(which includes our 2023 Form 10-K) are available at: www.proxyvote.com
2024 Proxy Statement Contents
| CEO LETTER TO STOCKHOLDERS | |
|---|---|
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | |
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS | |
| PROXY STATEMENT SUMMARY | 2 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 7 |
| CORPORATE GOVERNANCE AND RELATED MATTERS | 13 |
| General | 13 |
| Board Leadership Structure and Role of Board in Risk Oversight | 13 |
| Director Independence | 15 |
| Mandatory Retirement | 15 |
| No Term Limits | 16 |
| Stockholder Engagement | 16 |
| Proxy Access | 16 |
| Communications with Directors | 16 |
| Meetings and Meeting Attendance | 16 |
| Sustainability Overview | 17 |
| Considerations for Board Nominees | 20 |
| Board Evaluations | 21 |
| Management Succession Planning | 21 |
| Background and Experience of Directors | 22 |
| Board Committees | 29 |
| Code of Business Conduct | 33 |
| Related Person Transactions | 33 |
| Compensation Committee Interlocks and Insider Participation | 34 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 35 |
| Delinquent Section 16(a) Reports | 36 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 37 |
| Director Compensation | 37 |
| PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 40 |
| Ratification of Appointment of PricewaterhouseCoopers LLP | 40 |
| Audit and Related Fees | 40 |
| Audit Committee Report | 41 |
| PROPOSAL 3: NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 43 |
| PROPOSAL 4: APPROVAL OF TRANSUNION SECOND AMENDED AND RESTATED 2015 OMNIBUS INCENTIVE PLAN | 44 |
| Material Changes to the Amended 2015 Plan | 44 |
| Summary of the Second Amended 2015 Plan | 45 |
| Federal Income Tax Consequences | 51 |
i
| New Plan Benefits | 52 |
|---|---|
| History of Grants Under the Amended 2015 Plan | 52 |
| Registration | 53 |
| Vote Required | 53 |
| PROPOSAL 5: APPROVAL OF AMENDMENT TO TRANSUNION 2015 EMPLOYEE STOCK PURCHASE PLAN | 54 |
| Material Changes to the ESPP | 54 |
| Summary of the Amended ESPP | 54 |
| Federal Income Tax Consequences | 56 |
| Plan Benefits | 57 |
| ESPP Shares Purchased Since Inception | 57 |
| Registration | 57 |
| Vote Required | 57 |
| COMPENSATION DISCUSSION AND ANALYSIS | 58 |
| Executive Summary | 58 |
| Executive Compensation Philosophy and Governance Practices Align with Stockholders’ Interests and Reflect Best Practices, Discouraging and Mitigating Excessive Risk Taking | 61 |
| Role of Compensation Committee, Management and Compensation Consultant in Compensation Decisions | 63 |
| Overview of 2023 Target Compensation Mix | 63 |
| Key Executive Compensation Components | 65 |
| Market Analysis and Benchmarking | 66 |
| 2023 Executive Compensation Program | 67 |
| COMPENSATION COMMITTEE REPORT | 78 |
| EXECUTIVE COMPENSATION | 79 |
| Summary Compensation Table — 2023 | 79 |
| Detailed Analysis of “All Other Compensation” Column | 80 |
| Grants of Plan-Based Awards — 2023 | 81 |
| Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 82 |
| Outstanding Equity Awards at Fiscal Year-End — 2023 | 83 |
| Options Exercised and Stock Vested — 2023 | 84 |
| Nonqualified Deferred Compensation — 2023 | 84 |
| Payments upon Termination and Change in Control — 2023 | 86 |
| PAY RATIO DISCLOSURE | 90 |
| PAY VERSUS PERFORMANCE DISCLOSURE | 91 |
| RISK ASSESSMENT IN COMPENSATION PROGRAMS | 96 |
| EQUITY COMPENSATION PLAN INFORMATION | 96 |
| OTHER INFORMATION | 97 |
| Other Business | 97 |
| Proxy Solicitation | 97 |
| Stockholder Proposals for 2025 Annual Meeting and Director Nominations | 97 |
| Additional Information Available | 98 |
| APPENDIX A – TransUnion Second Amended and Restated 2015 Omnibus Incentive Plan | A-1 |
| APPENDIX B – Amendment to TransUnion 2015 Employee Stock Purchase Plan | B-1 |
ii
TransUnion
555 West Adams Street
Chicago, Illinois 60661
(312)985-2000
www.transunion.com
PROXY STATEMENT
For the 2024 Annual Meeting of Stockholders
We are furnishing you this proxy statement in connection with the solicitation of proxies by our Board of Directors (or “Board”) to be voted at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of TransUnion, a Delaware corporation, sometimes referred to as the “Company,” “we,” “us” or “our.” The Annual Meeting will be held on Thursday, May 2, 2024 at 12:00 p.m. Central Daylight Time virtually, via live audio webcast. You will be able to attend and listen to the Annual Meeting live, submit questions and vote your shares electronically at the Annual Meeting. In order to attend and vote at the Annual Meeting, please follow the instructions in the section titled “Questions and Answers About the Annual Meeting” beginning on page 7.
In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are providing our stockholders access to our proxy materials and other Annual Meeting materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed to our stockholders on or about March 21, 2024, unless a stockholder has previously requested printed materials. Stockholders will have the ability to access the proxy materials and our 2023 Annual Report (which includes our 2023 Form 10-K) on a website referred to in the Notice or request a printed set of the proxy materials to be sent to them by following the instructions in the Notice. The Notice contains instructions on how you can vote on the Internet or by telephone. You will need the 16-digit control number provided on the Notice or your proxy card (if applicable) to vote.
The Notice also provides instructions on how to inform us to send future proxy materials to you electronically bye-mail or in printed form by mail. If you choose to receive future proxy materials bye-mail, you will receive ane-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials bye-mail or mail will remain in effect until you terminate it.
ELECTION TO RECEIVE ELECTRONIC DELIVERY OF FUTURE ANNUAL MEETING MATERIALS.
You can expedite delivery and avoid costly mailings by confirming in advance your preference for electronic
delivery. For further information on how to take advantage of this cost-saving service, please see page 12
of the proxy statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.