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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 Form 10 - K ( Mark One ) ✓ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 England and Wales ( State or other jurisdiction of incorporation or organization ) 85 Broad Street New York , New York 10004 ( 646 ) 654-5000 Nielsen Holdings ple ( Exact name of registrant as specified in its charter ) Title of each class Ordinary shares , par value € 0.07 per share For the transition period from Commission file number 001-35042 ✓ to || ( Address of principal executive offices ) ( Zip Code ) ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) NLSN Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No □ No D No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Accelerated filer Non - accelerated filer 98-1225347 ( I.R.S. Employer Identification No. ) There were 357,791,561 shares of the registrant's Common Stock outstanding as of January 31 , 2021 . Nielsen House John Smith Drive Oxford Oxfordshire , OX4 2WB United Kingdom +1 ( 646 ) 654-5000 Smaller reporting company 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 . DOCUMENTS INCORPORATED BY REFERENCE Name of each exchange on which registered New York Stock Exchange Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . No Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes □ The aggregate market value of the registrant's voting and non - voting common equity held by non - affiliates as of June 30 , 2020 , the last business day our most recently completed second fiscal quarter , was $ 5,295 million , based on the closing sale price of the registrant's common stock as reported on the New York Stock Exchange on such date of $ 14.86 per share . Portions of the definitive Proxy Statement of the registrant to be filed pursuant to Regulation 14A of the general rules and regulations under the Securities Exchange Act of 1934 , as amended , for the 2021 annual general meeting of shareholders of the registrant are incorporated by reference into Part III of this Annual Report on Form 10 - K .