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)
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| ☐ | Fee computed on table below per Exchange Act Rules14a-6(i)(1) and0-11. | |||
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| (2) | Aggregate number of securities to which transaction applies:
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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555 West Adams Street
Chicago, Illinois 60661
Supplement to the Proxy Statement
for the 2020 Annual Meeting of Stockholders
to be held Tuesday, May 12, 2020
This supplement, dated April 10, 2020 (the “Supplement”), amends and supplements the Definitive Proxy Statement of TransUnion, a Delaware corporation, sometimes referred to as the Company, we, us or our, dated April 1, 2020 (the “Proxy Statement”), and is furnished to the Company’s stockholders in connection with the solicitation of proxies on behalf of the Board of Directors for our 2020 Annual Meeting of Stockholders to be held on Tuesday, May 12, 2020 (the “Annual Meeting”), or any postponement or adjournment thereof.
THE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
This Supplement updates the disclosure in the Proxy Statement to reflect the determination by the New York Stock Exchange (“NYSE”) that Proposal 3 to amend and restate our Second Amended and Restated Certificate of Incorporation (“Charter”) to remove the corporate opportunity waiver provisions of the Charter and Proposal 4 to remove certain rights, privileges and protections included in our Charter relating to former significant stockholders of the Company that have expired by their terms, as well as to make other technical revisions to the Charter, are both “routine” matters, eligible for discretionary voting by banks, brokers and other nominees under NYSE rules.
Pursuant to NYSE rules, if you hold your shares through a bank, broker, or other holder of record and do not instruct such bank, broker, or other holder of record on how to vote your shares, your bank, broker, or other holder of record is not permitted to vote your shares in its discretion on“non-routine” matters as determined by NYSE, but is permitted to vote your shares in its discretion on “routine” matters as determined by NYSE.
NYSE has informed the Company that it has determined that Proposal 3 and Proposal 4 are “routine” matters. Accordingly, if you do not instruct your bank, broker, or other holder of record on how to vote your shares on Proposal 3 and/or Proposal 4, your bank, broker, or other holder of record will be permitted to vote your shares in its discretion on such proposals. In addition, since NYSE has determined that Proposal 3 and Proposal 4 are “routine” matters, we do not expect any “brokernon-votes” in connection therewith. Abstentions have the same effect as a vote against each of Proposal 3 and Proposal 4.
Except as amended or supplemented by the information contained in this Supplement, all information set forth in the Proxy Statement remains unchanged and should be considered in voting your shares of common stock. We urge you to read the Proxy Statement and this Supplement in their entirety.
Your vote is important. If you have already submitted your proxy, you do not need to take any action unless you wish to change your vote. Proxies already returned by stockholders will remain valid and shares represented thereby will be voted at the Annual Meeting unless revoked in the manner described in the Proxy Statement.