TransUnion
For the period ended May 7, 2025. Filed Mar 21, 2025.
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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 7, 2025 · Filed Mar 21, 2025
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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, 2025
Dear Fellow Stockholders:
I am pleased to invite you to join our Board of Directors and senior leadership for our 2025 Annual Meeting of Stockholders (Annual Meeting), which will be held on Wednesday, May 7, 2025, 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 2024 Annual Report (which includes our 2024 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 and 3, 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 Wednesday, May 7, 2025
12:00 p.m. Central Daylight Time
The 2025 Annual Meeting of Stockholders of TransUnion (Annual Meeting) will be held at 12:00 p.m. Central Daylight Time on Wednesday, May 7, 2025. 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, 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, 2025; |
| 3. | To hold a non-binding advisory vote to approve the compensation of TransUnion’s named executive officers; and |
| 4. | 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 10, 2025 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, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials (Notice) to certain of our stockholders informing them that our proxy statement, 2024 Annual Report (which includes our 2024 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, 2025. 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, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
The Notice of the 2025 Annual Meeting, the proxy statement and our 2024 Annual Report
(which includes our 2024 Form 10-K) are available at: www.proxyvote.com
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.