Independent
Tenure on this board
13.4 yrs
12 nominees · 4 ballot items.
Elect 12 directors; Ratify PwC as independent auditor; Advisory Say-on-Pay vote on executive compensation; Advisory shareholder proposal to allow shareholders owning 10% to call special meetings.
Elect 12 nominees (George M. Awad; Christopher A. Cartwright; Sayan Chakraborty; Suzanne P. Clark; Hamidou Dia; Russell P. Fradin; Charles E. Gottdiener; Pamela A. Joseph; Thomas L. Monahan, III; Ravi Kumar Singisetti; Charlotte B. Yarkoni; Linda K. Zukauckas) to the Board for one-year terms.
Ratify PricewaterhouseCoopers LLP as TransUnion’s independent registered public accounting firm for fiscal year 2026.
Non-binding advisory vote to approve compensation of TransUnion’s named executive officers as disclosed in the proxy statement.
Advisory (non-binding) stockholder proposal requesting amendment of governing documents to permit holders of 10% of outstanding common stock (or lower percentage as permitted by state law) to call a special shareholder meeting, without ownership duration requirement; supporting statement argues for shareholder ability to hold special meetings; management urges vote against.
The shareholder proponent, John Chevedden, requests that TransUnion amend its governing documents to permit holders of 10% (or the lowest percentage permitted by law) of outstanding common stock to call special shareholder meetings without any ownership-duration requirement, arguing that this provides an essential backstop to Board complacency and referencing similar proposals that have received significant support at other companies. The proposal is narrowly focused on governance rights: it would lower the threshold to call a special meeting and expressly allow an online meeting format, aiming to improve accountability and engagement. Management opposes the proposal, arguing that a 10% threshold would enable small groups to disrupt operations, create substantial administrative and financial burdens, and distract management and the Board from running the business; management asserts that special meetings should be reserved for extraordinary circumstances and can already be called by the Board or Chair. Company-specific context includes TransUnion’s existing governance mechanisms—annual director elections, proxy access, independent committees, shareholder engagement practices, and mandatory retirement—which management cites to argue the proposal is unnecessary. The Board’s opposition focuses on potential abuse, cost and disruption, and the adequacy of existing governance and engagement channels; the Board recommends voting against. This dispute reflects a common corporate governance debate between empowering shareholders to force more immediate action versus preserving board-led stability for long-term strategy execution. The proposal is advisory and non-binding, meaning even if it passes, the Board would not be legally required to amend governing documents, although a strong vote could pressure the Board to act. The proxy includes verbatim proponent and management statements, with the Board recommending AGAINST the proposal on grounds of potential disruption and sufficiency of current governance practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DODGE COX | 8.40% | 16,189,511 | $1.1B |
| 2 | Independent Franchise Partners LLP | 6.29% | 12,131,944 | $839M |
| 3 | BlackRock, Inc. | 5.25% | 10,124,274 | $700M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.48% | 8,635,550 | $597M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.29% | 8,278,228 | $573M |
| 6 | WELLINGTON MANAGEMENT GROUP LLP | 4.23% | 8,163,231 | $565M |
| 7 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 4.07% | 7,847,624 | $543M |
| 8 | T. Rowe Price Investment Management, Inc. | 3.79% | 7,303,328 | $505M |
| 9 | STATE STREET CORP | 3.60% | 6,940,429 | $480M |
| 10 | FMR LLC | 3.28% | 6,332,547 | $438M |
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