DEF 14A

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

Reg

istrant ☑ 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)

Payment of Filing Fee (Check the appropriate box):


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

March 23, 2023

Dear Fellow Stockholders:

I am pleased to invite you to join our Board of Directors and senior leadership for our 2023 Annual Meeting of Stockholders (Annual Meeting), which will be held on Thursday, May 4, 2023, at 12:00 p.m. Central Daylight Time. Our Annual Meeting will be a virtual meeting of stockholders, which will be conducted via live audio webcast.

The attached Notice of Annual Meeting of Stockholders and proxy statement will serve as your guide to the business to be conducted at the meeting. We are also mailing a Notice of Internet Availability of Proxy Materials (Notice) to our stockholders. We believe the Notice process allows us to provide our stockholders with the information they desire in a timely manner, while saving costs and reducing the environmental impact of our Annual Meeting. The Notice contains instructions on how to access our 2022 Annual Report (which includes our 2022 Form 10-K), proxy statement and proxy card over the Internet, as well as instructions on how to request a paper copy of the materials, if desired.

Your vote is very important to us. We encourage you to sign and return your proxy card and/or vote by telephone or via the Internet following the instructions on the Notice as soon as possible, so that your shares will be represented and voted at the Annual Meeting. Instructions on how to vote are on page 10.

We urge you to read the accompanying proxy statement carefully and to vote FOR the director nominees proposed by the Board of Directors and FOR proposals 2 and 3, in accordance with the recommendations of the Board of Directors.

On behalf of your Board of Directors, thank you for your confidence in TransUnion. We look forward to your continued support.

LOGO

Chris Cartwright

President and CEO

LOGO

555 West Adams Street

Chicago, Illinois 60661

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on Thursday, May 4, 2023

12:00 p.m. Central Daylight Time

The 2023 Annual Meeting of Stockholders of TransUnion (Annual Meeting) will be held at 12:00 p.m. Central Daylight Time on Thursday, May 4, 2023. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders and TransUnion. Stockholders will be able to attend and listen to the Annual Meeting live, submit questions and vote their shares electronically at the Annual Meeting from virtually any location around the world. In order to attend and vote at the Annual Meeting, please follow the instructions in the section titled “Questions and Answers About the Annual Meeting” beginning on page 7.

We are holding the Annual Meeting for the following purposes:

To elect each of George M. Awad, William P. (Billy) Bosworth, Christopher A. Cartwright, Suzanne P. Clark, Hamidou Dia, Russell P. Fradin, Charles E. Gottdiener, Pamela A. Joseph, Thomas L. Monahan, III, Ravi Kumar Singisetti and Linda K. Zukauckas to the Board of Directors for a term of one year;

To ratify the appointment of PricewaterhouseCoopers LLP as TransUnion’s independent registered public accounting firm for the fiscal year ending December 31, 2023;

To hold a non-binding advisory vote to approve the compensation of the Company’s named executive officers; and

To transact any other business that may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

The close of business on March 9, 2023 is fixed as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. A complete list of such stockholders will be available for examination, by any stockholder, at our offices in Chicago, Illinois during normal business hours for a period of ten days before the Annual Meeting. Please contact our Corporate Secretary, Rachel W. Mantz, at (312) 985-2000 if you wish to inspect the list of stockholders before the Annual Meeting.

We are pleased to take advantage of the U.S. Securities and Exchange Commission’s “Notice and Access” rule that allows us to provide stockholders with notice of their ability to access proxy materials via the Internet. Under this process, on or around March 23, 2023, we will begin mailing a Notice of Internet Availability of Proxy Materials (Notice) to certain of our stockholders informing them that our proxy statement, 2022 Annual Report (which includes our 2022 Form 10-K) and voting instructions will be available on the Internet as of the same date. The proxy statement will also be made available to all other stockholders on or around March 23, 2023. As more fully described in the Notice, all stockholders may choose to access our proxy materials via the Internet or may request printed materials.

By order of the Board of Directors,

LOGO

Rachel W. Mantz

Senior Vice President, Deputy General

Counsel and Corporate Secretary

March 23, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

The Notice of the 2023 Annual Meeting, the proxy statement and our 2022 Annual Report

(which includes our 2022 Form 10-K) are available at: www.proxyvote.com

2023 Proxy Statement Contents



CEO LETTER TO STOCKHOLDERS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

PROXY STATEMENT SUMMARY			2

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			7

CORPORATE GOVERNANCE AND RELATED MATTERS			13

General			13
Company Structure; Board Composition			13
Board Leadership Structure and Role of Board in Risk Oversight			13
Director Independence			15
Mandatory Retirement			15
No Term Limits			16
Stockholder Engagement			16
Adoption of Proxy Access Bylaw			16
Communications with Directors			16
Meetings and Meeting Attendance			16
Sustainability Overview			16
Considerations for Board Nominees			20
Board Evaluations			20
Management Succession Planning			21
Background and Experience of Directors			22
Board Committees			30
Code of Business Conduct			34
Related Person Transactions			34
Compensation Committee Interlocks and Insider Participation			35

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			36

Delinquent Section 16(a) Reports			37

PROPOSAL 1: ELECTION OF DIRECTORS			38

Director Compensation			38

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			41

Ratification of Appointment of PricewaterhouseCoopers LLP			41
Audit and Related Fees			41
Audit Committee Report			42

PROPOSAL 3: NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			44



COMPENSATION DISCUSSION AND ANALYSIS			45

Executive Summary			45
Executive Compensation Philosophy and Governance Practices Align with Stockholders’ Interests and Reflect Best Practices, Discouraging and Mitigating Excessive Risk Taking			49
Role of Compensation Committee, Management and Compensation Consultant in Compensation Decisions			51
Overview of 2022 Target Compensation Mix			51
Key Executive Compensation Components			53
Market Analysis and Benchmarking			54
2022 Executive Compensation Program			54

COMPENSATION COMMITTEE REPORT			64

EXECUTIVE COMPENSATION			65

Summary Compensation Table — 2022			65
Detailed Analysis of “All Other Compensation” Column			66
Grants of Plan-Based Awards — 2022			67
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table			67
Outstanding Equity Awards at Fiscal Year-End — 2022			68
Options Exercised and Stock Vested — 2022			69
Nonqualified Deferred Compensation — 2022			70
Payments upon Termination and Change in Control — 2022			72

PAY RATIO DISCLOSURE			77

PAY VERSUS PERFORMANCE DISCLOSURE			78

RISK ASSESSMENT IN COMPENSATION PROGRAMS			84

EQUITY COMPENSATION PLAN INFORMATION			84

OTHER INFORMATION			85

Other Business			85
Proxy Solicitation			85
Stockholder Proposals for 2024 Annual Meeting and Director Nominations			85
Additional Information Available			86

LOGO

TransUnion

555 West Adams Street

Chicago, Illinois 60661

(312) 985-2000

www.transunion.com

PROXY STATEMENT

For the 2023 Annual Meeting of Stockholders

We are furnishing you this proxy statement in connection with the solicitation of proxies by our Board of Directors (or “Board”) to be voted at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of TransUnion, a Delaware corporation, sometimes referred to as the “Company,” “we,” “us” or “our.” The Annual Meeting will be held on Thursday, May 4, 2023 at 12:00 p.m. Central Daylight Time virtually, via live audio webcast. You will be able to attend and listen to the Annual Meeting live, submit questions and vote your shares electronically at the Annual Meeting. In order to attend and vote at the Annual Meeting, please follow the instructions in the section titled “Questions and Answers About the Annual Meeting” beginning on page 7.

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are providing our stockholders access to our proxy materials and other Annual Meeting materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed to our stockholders on or about March 23, 2023, unless a stockholder has previously requested printed materials. Stockholders will have the ability to access the proxy materials and our 2022 Annual Report (which includes our 2022 Form 10-K) on a website referred to in the Notice or request a printed set of the proxy materials to be sent to them by following the instructions in the Notice. The Notice contains instructions on how you can vote on the Internet or by telephone. You will need the 16-digit control number provided on the Notice or your proxy card (if applicable) to vote.

The Notice also provides instructions on how to inform us to send future proxy materials to you electronically by e-mail or in printed form by mail. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail or mail will remain in effect until you terminate it.

ELECTION TO RECEIVE ELECTRONIC DELIVERY OF FUTURE ANNUAL MEETING MATERIALS.

You can expedite delivery and avoid costly mailings by confirming in advance your preference for electronic

delivery. For further information on how to take advantage of this cost-saving service, please see page 12

of the proxy statement.

PROXY STATEMENT SUMMARY

This proxy statement summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement and our 2022 Annual Report (which includes our 2022 Form 10-K) carefully before voting.

Annual Meeting of Stockholders

Time and Date:

Thursday, May 4, 2023 at
12:00 p.m. Central Daylight Time

Record Date:

March 9, 2023

Virtual Meeting Access:

www.virtualshareholdermeeting.com/TRU2023

Voting:

Stockholders as of the record date are entitled to vote. We urge you to vote before the meeting.

Vote by Internet at http://www.proxyvote.com

Vote by telephone at 1-800-690-6903

Vote by mail by completing and returning your proxy card or voter instruction card

Vote your shares during the Annual Meeting at www.virtualshareholder
meeting.com/TRU2023

Voting Matters


Agenda Item	Board Vote Recommendation	Page Reference

1. Election of Directors The Board recommends the election of each of the eleven director nominees for a one-year term.	FOR each Director Nominee	38

2. Ratification of Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm The Board is asking stockholders to ratify the selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for fiscal year 2023.	FOR	41

3. Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers The Board is asking stockholders to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement.	FOR	44

Submitting Questions During the Annual Meeting

We are committed to ensuring, to the extent possible, that stockholders will be afforded the ability to participate at the virtual meeting similarly to how they would participate at an in-person meeting. As part of the Annual Meeting, we will answer questions following the presentation of each proposal to be voted on at the Annual Meeting, and will hold a live, online, 15-minute Q&A session, during which we intend to answer questions submitted before or during the Annual Meeting, as time permits. Questions must be confined to matters properly before the Annual Meeting and of general Company concern. We reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. We kindly ask stockholders not to ask more than two questions in order to allow us to answer questions from as many stockholders as possible. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/TRU2023.

Technical Assistance During the Annual Meeting

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page at www.virtualshareholdermeeting.com/TRU2023. Please check in beginning at 11:45 a.m. Central Daylight Time on May 4, 2023, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting.

Corporate Governance Highlights

The Board is responsible for overseeing our assets and business affairs in an honest, fair and ethical manner driven by comprehensive corporate governance principles, including the following:

Governance

Highlights

☑ Majority voting for directors

☑ Declassified Board of Directors

☑ No supermajority voting provisions

☑ Clawback policy

☑ Stock ownership guidelines for executives and directors

☑ 9 of 11 director nominees are independent

☑ 45% of director nominees self-identify as women or racially or ethnically diverse

☑ No poison pill

☑ Independent Audit, Compensation and Nominating and Corporate Governance (“NCG”) Committees

☑ Mandatory retirement age of 75 for directors (subject to waiver)

☑ No pledging or hedging of TransUnion stock

☑ Active stockholder engagement

☑ Robust director nominee selection process

☑ Board commitment to adopt proxy access provision prior to 2024 Annual Meeting of Stockholders

Director Nominees – Key Facts

The following table provides summary information about each director nominee.⁽¹⁾ More detailed information about each director nominee’s background, skill set and experience can be found beginning on page 22.

Name and Occupation

Age⁽²⁾

Director
Since

Independent

Committee Membership

Other Public
Company Boards

George M. Awad

Principal, Gibraltar Capital Corporation

2013

☑

●

—

William P. (Billy) Bosworth

Operating Managing Director, Vista Equity Partners

2020

☑

●

—

Christopher A. Cartwright

President and CEO, TransUnion

2019

●

—

Suzanne P. Clark

President and CEO, U.S. Chamber of Commerce

2017

☑

●

AGCO Corporation

Hamidou Dia

VP and Global Head of Solutions Engineering, Google Cloud

2022

⁽³⁾

☑

●

—

Russell P. Fradin

Operating Partner, Clayton, Dubilier & Rice

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SEC Form DEF 14A filed by TransUnion