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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported): May 4, 2023

____________________

TransUnion

(Exact name of registrant as specified in its charter)

____________________

Delaware

001-37470

61-1678417

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

555 West Adams Street,

Chicago,

Illinois

60661

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (312) 985-2000

____________________

Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)

☐    Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))

☐    Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

TRU

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

TransUnion (the “Company”) held its Annual Meeting of Stockholders on May 4, 2023 (the “Annual Meeting”). The stockholders of the Company voted on the following proposals at the Annual Meeting:

1.			Election of eleven directors to serve a one-year term expiring at the 2024 Annual Meeting.
2.			Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
3.			A non-binding advisory vote to approve the compensation of the Company’s named executive officers.

The final voting results for each of these proposals are detailed below. For additional information on these proposals, please see the Company’s 2023 Proxy Statement (the “Proxy Statement”).

Proposal 1: Election of Directors

The following nominees were elected to the Board of Directors for a one-year term expiring at the 2024 Annual Meeting:

			FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
George M. Awad			175,374,185			294,748			66,993			4,538,108
William P. (Billy) Bosworth			174,777,338			923,178			35,410			4,538,108
Christopher A. Cartwright			175,410,095			304,813			21,018			4,538,108
Suzanne P. Clark			175,436,634			271,648			27,644			4,538,108
Hamidou Dia			175,484,659			215,819			35,448			4,538,108
Russell P. Fradin			163,362,976			12,337,692			35,258			4,538,108
Charles E. Gottdiener			175,044,896			665,105			25,925			4,538,108
Pamela A. Joseph			173,191,047			2,520,420			24,459			4,538,108
Thomas L. Monahan, III			173,313,784			2,363,301			58,841			4,538,108
Ravi Kumar Singisetti			169,086,389			6,614,468			35,069			4,538,108
Linda K. Zukauckas			175,521,220			189,867			24,839			4,538,108

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The ratification of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved as follows:

FOR			AGAINST			ABSTAIN
179,324,284			453,603			496,147

Proposal 3: Advisory Vote on the Compensation of Our Named Executive Officers

The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, as follows:

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
167,712,004			7,543,837			480,085			4,538,108

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

			TRANSUNION
Date: May 9, 2023			By:			/s/ Todd M. Cello
			Name:			Todd M. Cello
			Title:			Executive Vice President, Chief Financial Officer