TransUnion (NYSE: TRU) holders approve directors, pay and special-meeting right

Rhea-AI Filing Summary

TransUnion reports that stockholders acted on four items at the Annual Meeting of Stockholders held on May 12, 2026. Stockholders elected twelve directors to one‑year terms expiring at the 2027 annual meeting, with each nominee receiving substantially more votes "for" than "against."

They also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. On a non‑binding advisory basis, stockholders approved the compensation of the company’s named executive officers and, in a separate advisory vote, supported a stockholder proposal requesting a stockholder right to call a special meeting.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Directors elected: 12 directors Auditor ratification votes for: 183,563,685 votes Say-on-pay votes for: 175,605,823 votes +1 more

4 metrics

Directors elected 12 directors One-year terms expiring at the 2027 annual meeting

Auditor ratification votes for 183,563,685 votes Ratification of PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026

Say-on-pay votes for 175,605,823 votes Advisory approval of named executive officer compensation

Special-meeting proposal votes for 129,562,049 votes Advisory stockholder proposal requesting right to call a special meeting

Key Terms

Annual Meeting of Stockholders, independent registered public accounting firm, non-binding advisory vote, broker non-votes, +1 more

5 terms

Annual Meeting of Stockholders financial

"TransUnion (the “Company”) held its Annual Meeting of Stockholders on May 12, 2026"

independent registered public accounting firm financial

"Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory vote financial

"A non-binding advisory vote to approve the compensation of the Company’s named executive officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

broker non-votes financial

"FOR | AGAINST | ABSTAIN | BROKER NON-VOTES George M. Awad | 177,459,433"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

stockholder right to call a special meeting financial

"An advisory vote on a stockholder proposal requesting a stockholder right to call a special meeting"

Understanding 8-K Material Events →

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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 12, 2026

____________________

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. ☐

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

TransUnion (the “Company”) held its Annual Meeting of Stockholders on May 12, 2026 (the “Annual Meeting”). The stockholders of the Company voted on the following proposals at the Annual Meeting:

1.			Election of twelve directors to serve a one-year term expiring at the 2027 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, 2026.
3.			A non-binding advisory vote to approve the compensation of the Company’s named executive officers.
4.			An advisory vote on a stockholder proposal requesting a stockholder right to call a special meeting.

The final voting results for each of these proposals are detailed below. For additional information on these proposals, please see the Company’s 2026 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 2027 Annual Meeting:

			FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
George M. Awad			177,459,433			2,342,493			76,474			4,815,243
Christopher A. Cartwright			179,533,725			269,227			75,448			4,815,243
Sayan Chakraborty			179,535,912			250,336			92,152			4,815,243
Suzanne P. Clark			179,577,534			247,415			53,451			4,815,243
Hamidou Dia			179,466,097			349,682			62,621			4,815,243
Russell P. Fradin			167,661,502			12,151,632			65,266			4,815,243
Charles E. Gottdiener			179,411,902			354,090			112,408			4,815,243
Pamela A. Joseph			178,036,262			1,787,904			54,234			4,815,243
Thomas L. Monahan, III			177,064,266			2,758,984			55,150			4,815,243
Ravi Kumar Singisetti			179,364,938			448,298			65,164			4,815,243
Charlotte B. Yarkoni			179,536,958			245,049			96,393			4,815,243
Linda K. Zukauckas			179,531,976			277,238			69,186			4,815,243

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, 2026 was approved as follows:

FOR			AGAINST			ABSTAIN
183,563,685			1,084,689			45,269

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
175,605,823			4,138,852			133,725			4,815,243

Proposal 4: Advisory Vote on a Stockholder Proposal Requesting a Stockholder Right to Call a Special Meeting

The stockholders approved, on an advisory basis, a stockholder proposal requesting a stockholder right to call a special meeting of stockholders, as follows:

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
129,562,049			50,248,052			68,299			4,815,243

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
104						Cover page Interactive Data File (embedded within the inline XBRL file).

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 15, 2026			By:			/s/ Todd M. Cello
			Name:			Todd M. Cello
			Title:			Executive Vice President, Chief Financial Officer

FAQ

What did TransUnion (TRU) stockholders vote on at the 2026 annual meeting?

TransUnion stockholders voted on four key items. They elected twelve directors, ratified PricewaterhouseCoopers LLP as auditor for 2026, approved executive compensation on an advisory basis, and supported a stockholder proposal requesting a stockholder right to call a special meeting.

Were all TransUnion (TRU) director nominees elected at the 2026 annual meeting?

Yes, all twelve TransUnion director nominees were elected. Each nominee received significantly more votes "for" than "against," with totals such as 179,577,534 votes for Suzanne P. Clark and 179,536,958 votes for Charlotte B. Yarkoni, plus broker non‑votes reported separately.

Did TransUnion (TRU) stockholders approve the 2026 auditor ratification?

Stockholders approved PricewaterhouseCoopers LLP as TransUnion’s 2026 auditor. The ratification received 183,563,685 votes for, 1,084,689 votes against and 45,269 abstentions, confirming support for retaining PwC as the independent registered public accounting firm.

How did TransUnion (TRU) stockholders vote on executive compensation in 2026?

TransUnion’s executive pay received advisory stockholder approval. The say‑on‑pay proposal obtained 175,605,823 votes for, 4,138,852 against and 133,725 abstentions, with 4,815,243 broker non‑votes, indicating support for the named executive officers’ compensation program.

What happened with the TransUnion (TRU) special meeting rights stockholder proposal?

Stockholders supported the special meeting rights proposal on an advisory basis. The proposal to request a stockholder right to call a special meeting received 129,562,049 votes for, 50,248,052 against and 68,299 abstentions, plus 4,815,243 broker non‑votes.

Was the TransUnion (TRU) vote on special meeting rights binding on the company?

The special meeting rights vote was advisory, not binding. Stockholders approved, on an advisory basis, a stockholder proposal requesting a stockholder right to call a special meeting. Any governance changes would follow the company’s normal decision‑making and implementation processes.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB