8-K

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): August 7, 2019

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TransUnion

(Exact name of registrant as specified in its charter)

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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. ☐

Item 5.03. Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

On August 7, 2019, the Board of Directors (the “Board”) of TransUnion, a Delaware corporation (the “Company”), approved and adopted an amendment (the “Amendment”) to the Second Amended and Restated By-Laws of the Company (the “Bylaws”) amending Section 2.06 of the Bylaws to provide for a majority voting standard in uncontested elections of directors. As a result of the Amendment, a director nominee will be elected upon the affirmative vote of a majority of the total votes cast in the election, which means that the number of votes cast “for” a nominee’s election must exceed the number of votes cast “against” that nominee’s election. Prior to the adoption of the Amendment, members of the Board were elected by a plurality vote standard. The Bylaws will retain a plurality vote standard for contested director elections.

In connection with the approval of the Amendment, the Board also approved changes to the Company’s Corporate Governance Guidelines to require any incumbent director who fails to receive the required number of votes for re-election to promptly tender his or her resignation, and the Nominating and Corporate Governance Committee of the Board will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. Taking into account the recommendation of the Nominating and Corporate Governance Committee, the Board will determine whether to accept or reject any such resignation, or what other action should be taken, within 90 days from the date of the certification of election results.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment attached hereto as Exhibit 3.2 and incorporated herein by reference. The amended Corporate Governance Guidelines are available on the Company’s website at www.transunion.com.

Item 7.01 Regulation FD Disclosure.

On August 7, 2019, the Board also voted unanimously to submit proposals to the Company’s stockholders at its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) seeking approval to amend certain provisions of its Second Amended and Restated Certificate of Incorporation (the “Charter”) to (i) declassify its Board of Directors such that directors will stand for election to one-year terms, with all directors standing for election on an annual basis beginning with the 2022 Annual Meeting of Stockholders, (ii) eliminate the supermajority voting requirements that currently exist for removal of directors and certain amendments to the Charter and the Bylaws, (iii) remove certain rights, privileges and protections included in the Charter relating to former significant stockholders of the Company that have expired by their terms, (iv) remove the corporate opportunity waiver provision included in the Charter, and (v) make certain other technical revisions to the Charter (the “Proposed Amendments”).

The Proposed Amendments will require the affirmative vote of the holders of at least 66⅔% in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon. The Proposed Amendments will be set forth in detail in the Company’s 2020 proxy statement, which will be filed in advance of the 2020 Annual Meeting. In the event the Proposed Amendments are approved at the 2020 Annual Meeting and become effective, the Board will approve conforming amendments to the Bylaws.

The information contained in this Form 8-K provided under Item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
Exhibit 3.2	Amendment to Section 2.06 of the Second Amended and Restated Bylaws.
Exhibit 104	Cover Page Interactive Data File -- the cover page XBRL tags are embedded within the Inline XBRL document.

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:    August 12, 2019            

By:     /s/ Mick Forde                

Name:    Mick Forde

Title:    Senior Vice President

EX-3.2

Exhibit 3.2

BYLAW AMENDMENTS

(Majority Voting for Director Elections)

Section 2.06 of TransUnion’s Second Amended and Restated Bylaws

(with deletion indicated by strike-out and addition indicated by underlining)

SECTION 2.06Voting. Except as otherwise provided by or pursuant to the provisions of the Second Amended and Restated Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder that has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy in any manner provided by applicable law, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. Unless required by the Second Amended and Restated Certificate of Incorporation or applicable law, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by such stockholder’s proxy, if there be such proxy. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the subject matter shall decide any question brought before such meeting, unless the question is one upon which, by express provision of applicable law, of the rules or regulations of any stock exchange applicable to the Corporation, of any regulation applicable to the Corporation or its securities, of the Second Amended and Restated Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Notwithstanding the foregoing sentence and subject Subject to the Second Amended and Restated Certificate of Incorporation, all elections of directors shall be determined by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on thea nominee for director shall be elected to the Board of Directors upon the affirmative vote of a majority of the votes cast in the election of directors (meaning that the votes cast for such nominee’s election exceed the votes cast against such nominee’s election);provided,however, that nominees shall be elected by a plurality of votes cast at any meeting of stockholders for which (a) the Corporation receives a timely notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the requirements of Section 2.03 of these Bylaws and (b) such nomination has not been withdrawn on or before the tenth day before the Corporation first mails or transmits electronically to stockholders its initial notice of meeting in connection with such election of directors.

XML

Cover Page	Aug. 07, 2019
Cover page.
Entity Central Index Key	0001552033
Document Type	8-K
Title of 12(b) Security	Common Stock, $0.01 par value
Entity Address, Address Line One	555 West Adams Street,
Entity Address, City or Town	Chicago,
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60661
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37470
Entity Tax Identification Number	61-1678417
Trading Symbol	TRU
Security Exchange Name	NYSE
Document Period End Date	Aug. 07, 2019
Entity Registrant Name	TransUnion
City Area Code	312
Local Phone Number	985-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false