TransUnion Reports Officer Changes & Bylaw Amendments

TL;DR

**TransUnion just filed an 8-K detailing officer changes and bylaw amendments from February 21st.**

AI Summary

TransUnion filed an 8-K on February 27, 2024, reporting events that occurred on February 21, 2024. The filing indicates changes in its executive leadership, including departures, elections, and appointments of certain officers, along with details on their compensatory arrangements. Additionally, the company reported amendments to its Articles of Incorporation or Bylaws.

Why It Matters

These changes signal potential shifts in TransUnion's governance and strategic direction, impacting its operational framework and leadership structure. Amendments to bylaws can affect shareholder rights and corporate control.

Risk Assessment

Risk Level: low — The filing indicates routine corporate governance changes without specific negative details, thus posing a low immediate risk based on the provided information.

Key Players & Entities

• TransUnion (company) — registrant
• February 21, 2024 (date) — earliest event reported
• February 27, 2024 (date) — filing date

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value TRU New York Stock Exchange
• $5,100,000 — RSUs Granted Christopher A. Cartwright $5,100,000 $5,100,000 Todd M. Cello $1,375,000 $1
• $1,375,000 — ht $5,100,000 $5,100,000 Todd M. Cello $1,375,000 $1,375,000 Venkat Achanta $1,800,000 $
• $1,800,000 — o $1,375,000 $1,375,000 Venkat Achanta $1,800,000 $1,800,000 Steven M. Chaouki $1,400,00
• $1,400,000 — 1,800,000 $1,800,000 Steven M. Chaouki $1,400,000 $1,400,000 The foregoing description

Filing Documents

• ck0001552033-20240221.htm (8-K) — 34KB
• exhibit31fifthamendedandre.htm (EX-3.1) — 192KB
• exhibit32fifthamendedandre.htm (EX-3.2) — 204KB
• 0001552033-24-000022.txt ( ) — 640KB
• ck0001552033-20240221.xsd (EX-101.SCH) — 2KB
• ck0001552033-20240221_lab.xml (EX-101.LAB) — 25KB
• ck0001552033-20240221_pre.xml (EX-101.PRE) — 13KB
• ck0001552033-20240221_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 21, 2024, the Board, acting upon the recommendation of the Nominating and Corporate Governance Committee of the Board, approved and adopted amended and restated bylaws of the Company (the "Fifth Amended and Restated Bylaws"), which became effective the same day, to implement proxy access. Article II, Section 2.13 has been added to the Fifth Amended and Restated Bylaws to permit a stockholder, or a group of up to 20 stockholders, owning three percent or more of the Company's common stock continuously for at least three years, to nominate and include in the Company's proxy materials for an annual meeting of stockholders, director candidates constituting the greater of (i) up to 20 percent of the Board and (ii) two members of the Board, for election by the holders of the Company's common stock, provided that the nominating stockholder (or nominating group) and each proposed Board nominee satisfy the requirements specified in the Fifth Amended and Restated Bylaws. The Fifth Amended and Restated Bylaws also include certain technical and clarifying changes. The foregoing description of the Fifth Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth Amended and Restated Bylaws attached hereto as Exhibit 3.1 (clean version) and Exhibit 3.2 (marked version), which are incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Fifth Amended and Restated Bylaws of TransUnion, effective as of February 21, 2024 (clean version) 3.2 Fifth Amended and Restated Bylaws of TransUnion (marked version) 104 Inline XBRL for the cover page of this Current Report on Form 8-K

SIGNATURES

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: February 27, 2024 By: /s/ Todd M. Cello Name: Todd M. Cello Title: Executive Vice President, Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR