DEF 14A

DEF 14A 1 d257550ddef14a.htm DEF 14A 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 Registrant ☑ 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 30, 2022

Dear Fellow Stockholders:

I am pleased to invite you to join our Board of Directors and senior leadership for our 2022 Annual Meeting of Stockholders (Annual Meeting), which will be held on Wednesday, May 11, 2022, 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 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 2021 Annual Report (which includes our 2021 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 the other proposals 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 Wednesday, May 11, 2022

12:00 p.m. Central Daylight Time

The 2022 Annual Meeting of Stockholders of TransUnion (Annual Meeting) will be held at 12:00 p.m. Central Daylight Time on Wednesday, May 11, 2022. 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, Russell P. Fradin, Charles E. Gottdiener, Pamela A. Joseph, Thomas L. Monahan, III and Andrew Prozes 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, 2022;

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

To hold a non-binding advisory vote on the frequency of non-binding advisory votes 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 17, 2022 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. The stockholder list will also be available during the virtual Annual Meeting for examination by any stockholder at www.virtualshareholdermeeting.com/TRU2022.

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 30, 2022, we will begin mailing a

Notice of Internet Availability of Proxy Materials (Notice) to certain of our stockholders informing them that our proxy statement, 2021 Annual Report (which includes our 2021 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 30, 2022. 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 30, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

The Notice of the 2022 Annual Meeting, the proxy statement and our 2021 Annual Report

(which includes our 2021 Form 10-K) are available at: www.proxyvote.com

2022 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			14
Mandatory Retirement			15
No Term Limits			15
Stockholder Engagement			15
Communications with Directors			15
Meetings and Meeting Attendance			15
Sustainability Overview			16
Considerations for Board Nominees			18
Background and Experience of Directors			19
Board Committees			25
Code of Business Conduct			29
Related Person Transactions			29
Compensation Committee Interlocks and Insider Participation			30

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			31

Delinquent Section 16(a) Reports			32

PROPOSAL 1: ELECTION OF DIRECTORS			33

Director Compensation			33

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			36

Ratification of Appointment of PricewaterhouseCoopers LLP			36
Audit and Related Fees			36
Audit and Compliance Committee Report			37

PROPOSAL 3: NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			39

PROPOSAL 4: NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			40



COMPENSATION DISCUSSION AND ANALYSIS		41

Executive Summary		41
Executive Compensation Philosophy and Governance Practices Align with Stockholders and Reflect Best Practices, Discouraging and Mitigating Excessive Risk Taking		46
Role of Compensation Committee, Management and Compensation Consultant in Compensation Decisions		48
Overview of 2021 Target Compensation Mix		48
Key Executive Compensation Components		50
Market Analysis and Benchmarking		51
2021 Executive Compensation Program		52

COMPENSATION COMMITTEE REPORT		63

EXECUTIVE COMPENSATION		64

Summary Compensation Table — 2021		64
Detailed Analysis of “All Other Compensation” Column		65
Grants of Plan-Based Awards — 2021		66
Outstanding Equity Awards at Fiscal Year-End — 2021		68
Options Exercised and Stock Vested — 2021		69
Nonqualified Deferred Compensation — 2021		70
Payments upon Termination and Change in Control — 2021		72

PAY RATIO DISCLOSURE		77

RISK ASSESSMENT IN COMPENSATION PROGRAMS		77

EQUITY COMPENSATION PLAN INFORMATION		78

OTHER INFORMATION		79

Other Business		79
Proxy Solicitation		79
Stockholder Proposals for 2023 Annual Meeting and Director Nominations		79
Additional Information Available		79

APPENDIX A		A-1

LOGO

TransUnion

555 West Adams Street

Chicago, Illinois 60661

(312) 985-2000

www.transunion.com

PROXY STATEMENT

For the 2022 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 2022 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 Wednesday, May 11, 2022 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 30, 2022, unless a stockholder has previously requested printed materials. Stockholders will have the ability to access the proxy materials and our 2021 Annual Report (which includes our 2021 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 2021 Annual Report (which includes our 2021 Form 10-K) carefully before voting.

Annual Meeting of Stockholders


Time and Date:		Wednesday, May 11, 2022 at 12:00 p.m. Central Daylight Time

Virtual Meeting Access:		www.virtualshareholdermeeting.com/TRU2022

Record Date:		March 17, 2022

Voting:		Stockholders as of the record date are entitled to vote.
		Vote by Internet at http://www.proxyvote.com
		Vote by telephone at 1-800-690-6903
		Vote by completing and returning your proxy card or voter instruction card
		Vote your shares at www.virtualshareholdermeeting.com/TRU2022 on the day of and during the Annual Meeting
		*We urge you to vote before the meeting.*


Voting Matters Agenda Item	Board Vote Recommendation	Page Reference

1. Election of Directors The Board recommends the election of each of the nine director nominees for a one-year term.	FOR each Director Nominee	33

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 2022.	FOR	36

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	39

4. Advisory Vote to Determine Frequency of Votes on Executive Compensation The Board is asking stockholders to recommend, on a non-binding advisory basis, every year as the frequency of non-binding advisory votes to approve the compensation of the Company’s named executive officers.	1 YEAR	40

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

☑ 7 of 9 directors are independent

☑ Independent Audit and Compliance, Compensation, Nominating and Corporate Governance (“NCG”), Technology, Privacy and Cybersecurity (“TPC”) and Mergers and Acquisitions (“M&A”) Committees

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

☑ No poison pill

☑ No pledging or hedging of TransUnion stock

☑ Active stockholder engagement

☑ Robust director nominee selection process

Board of Directors – Key Facts

The following table provides summary information about each of our directors. More detailed information about each director’s background, skill set and experience can be found beginning on page 19.

Name

Age⁽¹⁾

Director

Since

Independent

Occupation

Committee
Memberships

Other Public
Company Boards

George M.

Awad

2013

☑

Principal,
Gibraltar Capital
Corporation

• Audit and Compliance

• M&A (Chairperson)

• TPC

None

William P. (Billy) Bosworth

2020

☑

CEO,
Dremio Corporation

• Compensation

• TPC (Chairperson)

• Executive

None

Christopher A.

Cartwright

2019

President and
CEO, TransUnion

• Executive

None

Suzanne P.

Clark

2017

☑

President and CEO,
U.S. Chamber of
Commerce

• Audit and Compliance

• TPC

• AGCO Corporation (NYSE: AGCO)

Name

Age⁽¹⁾

Director

Since

Independent

Occupation

Committee
Memberships

Other Public
Company Boards

Russell P.

Fradin

2018

☑

Operating Partner,
Clayton, Dubilier
& Rice

• M&A

• NCG (Chairperson)

• TPC

• Executive

None

Charles E. Gottdiener

2022⁽²⁾

Former President and CEO,

Neustar, Inc.

None

Pamela A.

Joseph

2015

☑

Executive Chair,

Xplor Technologies

• Compensation

• M&A

• NCG

• Executive (Chairperson)

• Adyen N.V. (ADYEN.AS)

• Paychex, Inc. (NASDAQ: PAYX)

Thomas L.

Monahan, III

2017

☑

President and CEO,
DeVry University

• Audit and Compliance (Chairperson)

• Compensation

• Executive

None

Andrew

Prozes

76⁽³⁾

2014

☑

Former CEO,
LexisNexis

• Compensation (Chairperson)

• NCG

• Executive

None

(1)	The age indicated for each director is as of March 17, 2022.

(2)

On January 25, 2022, Mr. Gottdiener was appointed by the Board of Directors as a Class I director, effective as of February 1, 2022, to fill a vacancy on the Board and to serve as a Class I director for the balance of the term expiring at the 2022 Annual Meeting of Stockholders. Mr. Gottdiener’s nomination was recommended to the Board by Mr. Cartwright. Mr. Gottdiener joined TransUnion in December 2021 as part of its acquisition of Neustar, Inc. (“Neustar”), where Mr. Gottdiener served as President and Chief Executive Officer since 2018. Mr. Gottdiener will serve as an Executive Advisor to Mr. Cartwright until March 31, 2022. The Board has not yet determined Mr. Gottdiener’s committee assignments.

(3)

The Board, upon the recommendation of the NCG Committee, approved a one-year waiver of the Board’s mandatory retirement policy, to permit Mr. Prozes’ nomination at the 2022 Annual Meeting of Stockholders to serve an additional term as a director. For more information, please see “Corporate Governance and Related Matters – Mandatory Retirement.”

Executive Compensation Highlights

Executive Compensation Philosophy

Our executive compensation program is based on a philosophy that aligns the interests of our executives and stockholders. The following are key objectives of our compensation philosophy:

•

Attract, motivate and retain highly experienced executives who are vital to our short- and long-term success, profitability and growth;

•

Align the focus of our executives with the interests of our stockholders by rewarding executives for the achievement of strategic goals that successfully drive our strategy, operations and business performance and, thereby, enhance stockholder value;

•

Differentiate rewards based on actual individual performance while also rewarding executives for our overall results; and

•

Discourage unnecessary and excessive risk-taking.

Strong Stockholder Support

Our most recent Say-on-Pay vote was held at our 2019 Annual Meeting of Stockholders, and received 98.3% support. We believe this strong Say-on-Pay vote outcome demonstrates stockholder support for our executive compensation program.

Executive Compensation Reflected our NEOs’ Strong Performance and the Company’s Performance During 2021

•

Our Named Executive Officers’ (“NEOs”) 2021 annual incentive payout was 200% of target resulting from above target performance achievement on all three performance measures: Defined Corporate Adjusted EBITDA, Defined Revenue and Adjusted Diluted EPS.

•

Our 2019-2021 Performance Share Unit total weighted payout was 131% of target resulting from above target performance achievement on two of our three performance measures: Cumulative Revenue (20% weighting) and Relative TSR (35% weighting). We did not achieve target performance on Cumulative Adjusted EBITDA (45% weighting).

Target Compensation Mix is Linked to Company Performance and Aligned with Stockholders

•

90% of our CEO’s target compensation and 77% of our other NEOs’ target compensation is “at-risk” based on Company and share price performance.

•

75% of our CEO’s target compensation and 54% of our other NEOs’ target compensation is based on long-term incentives aligned with stockholders.

CEO TARGET PAY MIX

LOGO

ALL OTHER NEOS’ TARGET PAY MIX

LOGO

See “Compensation Discussion and Analysis” on page 41 and “Executive Compensation” on page 64 for additional details on our executive compensation programs.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Q:	Where and when is the Annual Meeting?

The Annual Meeting will be held on Wednesday, May 11, 2022 at 12:00 p.m. Central Daylight Time virtually, via live audio webcast. You may access the virtual meeting as follows: www.virtualshareholdermeeting.com/TRU2022. There will be no physical meeting location. The meeting will only be conducted via an audio webcast.

Q:	Why are we holding a virtual Annual Meeting?

We will continue using the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting. Furthermore, we believe that hosting a virtual meeting is in the best interest of the Company and its stockholders and enables increased stockholder attendance and participation because stockholders can participate from any location around the world.

Q:	Who is entitled to vote at the Annual Meeting?

Only stockholders of record at the close of business on March 17, 2022, the record date for the Annual Meeting, are entitled to receive notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. The record date is established by our Board. Stockholders are entitled to one vote for each share of our common stock that they owned as of the record date. On the record date, we had 192,399,602 shares of our common stock outstanding and entitled to vote at the Annual Meeting.

Q:	What do I need to do to attend and participate in the Annual Meeting virtually?

Both stockholders of record and stockholders whose shares are held in street name (defined below) will be able to attend the Annual Meeting via live audio webcast, submit their questions during the meeting and vote their shares electronically at the Annual Meeting by visiting www.virtualshareholdermeeting.com/TRU2022. To participate in the Annual Meeting, you will need the control number included on your Notice or proxy card.

We have designed our virtual format to enhance your access, participation and communication. The virtual format allows stockholders to submit questions during the Annual Meeting to our Board or management. Questions must be confined to matters properly before the Annual Meeting and of general Company concern. We will try to answer as many stockholder-submitted questions as time permits that comply with the meeting rules of conduct. However, 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.

The Annual Meeting live audio webcast will begin promptly at 12:00 p.m. Central Daylight Time on Wednesday, May 11, 2022. We encourage you to access the meeting prior to the start time. Online check-in will begin at 11:45 a.m. Central Daylight Time, and you should allow ample time for the check-in procedures.

Q:	What is the difference between holding shares as a registered stockholder and as a beneficial owner or in “street name?”

A:	If your shares were registered directly in your name as of the record date with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the

“registered stockholder” of those shares. As a stockholder of record, we will mail the Notice, or if requested, copies of the proxy materials directly to you.

If your shares are held in a stock brokerage account or by a bank or other nominee (“street name”), you are considered the “beneficial owner” of the shares that are registered in street name. In this case, the Notice or, if requested, printed proxy materials and our 2021 Annual Report were forwarded to you by your broker, bank, or other nominee. As the beneficial owner, you have the right to direct your broker, bank, or other nominee how to vote your shares by following the voting instructions included in the materials. However, because a beneficial owner whose shares are held in street name is not the stockholder of record, you may not vote your shares of our common stock virtually at the Annual Meeting unless you follow your broker, bank or other nominee’s procedures for obtaining a legal proxy.

Q:	What is a proxy?

A proxy is your legal designation of another person, called a proxy holder, to vote the shares that you own. If you designate someone as your proxy holder in a written document, that document is called a proxy. We have designated Heather J. Russell, Executive Vice President, Chief Legal Officer and Rachel W. Mantz, Senior Vice President, Deputy General Counsel and Corporate Secretary, to act as proxy holders at the virtual Annual Meeting as to all shares for which proxies are returned or voting instructions are provided by Internet or telephonic voting.

Q:	What routine matters will be voted on at the Annual Meeting?

The ratification of the independent registered public accounting firm is a routine matter on which brokers may vote in their discretion on behalf of customers who have not provided voting instructions; however, certain brokers will not vote on such matters unless they have received voting instructions from their customers.

Q:	What non-routine matters will be voted on at the Annual Meeting?

The election of directors, the non-binding advisory vote on our NEOs’ compensation and the non-binding advisory vote on the frequency of non-binding advisory votes to approve our NEOs’ compensation are each non-routine matters on which brokers are not allowed to vote unless they have received voting instructions from their customers. Brokers who do not receive voting instructions will only be allowed to vote on the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2022, provided such brokers provide discretionary voting.

Q:	Could other matters be decided at the Annual Meeting?

A:	We are not aware of any matters that will be considered at the Annual Meeting other than those described in this proxy statement. However, if any other matters properly arise at the Annual Meeting, the persons named in your proxy will vote in accordance with their best judgment.

Q:	How does the Board recommend that I vote?

A:	The Board recommends that you vote:

•

“FOR” the election of each of the nine director nominees named in this proxy statement as a director for a one-year term.

•

“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2022.

•

“FOR” the approval, on a non-binding advisory basis, of our NEO compensation.

•

“1 YEAR” regarding the frequency of non-binding advisory votes on our NEO compensation.

Q:	What is the vote required for each proposal?

A:	For Proposal 1, Election of Directors, to be elected, each director nominee must receive a

majority of the votes cast (the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee). Any incumbent director who fails to receive the required number of votes for re-election is required to promptly tender his or her resignation, and the NCG Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. Taking into account the recommendation of the NCG Committee, the Board will determine whether to accept or reject any such resignation, or what other action should be taken, within 90 days from the date of the certification of election results. We will publicly disclose any such decision by the Board with regard to any director’s resignation. If you hold your shares in street name and do not give your broker specific voting instructions, your shares will not be voted and will not be counted in the election of the director nominees. Abstentions and broker non-votes will have no effect on the outcome of Proposal 1.

For Proposal 2, Ratification of Appointment of Independent Registered Public Accounting Firm, the proposal will be approved if a majority of the shares present or represented at the Annual Meeting and entitled to vote on the proposal are cast “FOR” the proposal. As Proposal 2 is advisory and non-binding, the Board will review the voting results on this proposal and take the results into account when making future decisions regarding this matter. Broker non-votes (described below) may be voted at the discretion of the broker or other nominee with respect to Proposal 2. Abstentions will have the effect of a vote against Proposal 2.

For Proposal 3, Non-Binding Advisory Vote to Approve Named Executive Officer Compensation, the proposal will be approved if a majority of the shares present or represented at the Annual Meeting and entitled to vote on the proposal are cast “FOR” the proposal. As Proposal 3 is advisory and non-binding, the Board will review the voting results on this proposal and take the results into account when making future decisions regarding this matter. Broker non-votes will have no effect on the outcome of Proposal 3. Abstentions will have

the effect of a vote against Proposal 3.

For Proposal 4, Non-Binding Advisory Vote on the Frequency of Votes to Approve Named Executive Officer Compensation, the frequency that is selected by a majority of the shares present or represented at the Annual Meeting and entitled to vote on the proposal will be deemed to be the frequency that has been selected by stockholders. In the event that none of the frequency alternatives receives a majority of such votes, we will consider the option that receives the most votes to be the frequency selected by stockholders. However, because Proposal 4 is advisory and non-binding, our Board may decide that it is in our stockholders’ best interests to hold an advisory vote on executive compensation more or less frequently than the option selected by our stockholders. Broker non-votes will have no effect on the outcome of Proposal 4. Abstentions will have the effect of a vote against each frequency option.

Q:	What is a broker non-vote?

The New York Stock Exchange (“NYSE”) permits brokers to vote their customers’ stock held in street name on routine matters when the brokers have not received voting instructions from their customers. NYSE does not, however, allow brokers to vote their customers’ stock held in street name on non-routine matters unless they have received voting instructions from their customers. In such cases, the uninstructed shares for which the broker is unable to vote are called “broker non-votes.” For purposes of determining the outcome of any proposal as to which the broker has physically indicated on the proxy that it does not have, or chooses not to exercise, discretionary authority to vote, if allowed, these shares will be treated as not present and not entitled to vote with respect to that proposal, even though those shares are considered entitled to vote for quorum purposes.

Q:	What is the effect of an abstention?

A:	A stockholder who abstains on some or all matters is considered present for purposes of determining if a quorum is present at the Annual Meeting.

Q:	What constitutes a quorum?

A majority of the aggregate voting power of the common stock entitled to be voted at the Annual Meeting is a quorum, which is required for holding and transacting business at the Annual Meeting. The shares may be present virtually or represented by proxy at the Annual Meeting. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.

Q:	Who is soliciting my vote?

A:	Our Board is soliciting your vote for the Annual Meeting.

Q:	How do I vote?

Virtual Meeting. Stockholders of record may attend the virtual meeting by visiting www.virtualshareholdermeeting.com/TRU2022, where you may vote and submit questions during the Annual Meeting. Please have your Notice or proxy card in hand when you visit the website. For more information on how to attend and vote at the Annual Meeting, please see the section titled “Questions and Answers About the Annual Meeting” beginning on page 7. You may also vote by any of the following methods (please vote as soon as possible):

LOGO Internet. Vote at http://www.proxyvote.com, the website for Internet voting. Follow the instructions on the Notice, or if you received a proxy card by mail, follow the instructions on the proxy card and you can confirm that your vote has been properly recorded. If you vote on the Internet, you can request electronic delivery of future proxy materials. Internet voting for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern Daylight Time) on May 10, 2022.

LOGO Telephone. Vote by telephone by calling 1-800-690-6903. Follow the instructions on the Notice, or if you received a proxy card, by following the instructions on the proxy card. Easy-to-follow voice prompts allow you to vote your stock and confirm that your vote has been properly recorded. Telephone voting for

stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern Daylight Time) on May 10, 2022.

LOGO Mail. If you received a proxy card by mail, vote by mail by completing, signing, dating and returning your proxy card in the pre-addressed, postage-paid envelope provided. If you vote by mail and your proxy card is returned unsigned, then your vote cannot be counted. If you vote by mail and the returned proxy card is signed without indicating how you want to vote, then your proxy will be voted as recommended by the Board. If mailed, your completed and signed proxy card must be received by May 10, 2022.

If you hold your TransUnion shares in a brokerage account, your ability to vote over the Internet or by telephone depends on your broker’s voting process. Please carefully follow the directions on your proxy card or the voter instruction card from your broker.

Voting by Internet, telephone or mail will not limit your right to vote virtually at the Annual Meeting if you later decide to change your vote while attending the virtual Annual Meeting. Even if you plan to attend the virtual Annual Meeting, the Board recommends that you submit a proxy in advance via the Internet, by telephone or by mail.

Q:	Can I vote my stock by filling out and returning the Notice?

A:	No. The Notice will provide instructions on how to vote by Internet, by telephone, by requesting and returning a paper proxy card via mail, or by submitting a ballot electronically during the Annual Meeting.

Q:	If I vote by telephone or Internet and received a proxy card in the mail, do I need to return my proxy card?

No.

Q:	Can I change my vote?

A:	Yes. You may revoke or change a proxy before the vote is taken at the Annual Meeting by:

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giving notice of the revocation in writing to

our Corporate Secretary at 555 West Adams Street, Chicago, Illinois 60661;

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submitting another valid proxy by mail, telephone or over the Internet that is later dated and if mailed, is properly signed, or if submitted by telephone or over the Internet, is received by 11:59 p.m. (Eastern Daylight Time) on May 10, 2022; or

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if you have instructed your broker or other nominee to vote your shares, by following the directions received from your broker or nominee to change those instructions.

Q:	Who will tabulate and certify the vote?

A:	Broadridge Financial Solutions, Inc., an independent third party, will tabulate and certify the vote, and will have a representative to act as the independent inspector of elections for the Annual Meeting.

Q:	What if I have technical difficulties during the check-in time or 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/TRU2022. Please be sure to check in beginning at 11:45 a.m. Central Daylight Time on May 11, 2022, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting live audio webcast begins.

Q:	Where can I find the voting results of the Annual Meeting?

We will announce the preliminary voting results at the Annual Meeting and disclose the final voting results in a Current Report on Form 8-K filed with the SEC within four business days of the date of the Annual Meeting, unless only preliminary voting results are available at that time. If necessary, we will file an amended Current Report on Form 8-K to disclose the final voting results within four business days after the final voting results are known. You may access

or obtain a copy of this report and other reports free of charge on our Investor Relations website, www.transunion.com/tru, on the Financials page, or by contacting our Investor Relations department at 312-985-2860. Also, the Form 8-K and other reports we file with the SEC are available to you on the Internet at the SEC’s website at http://www.sec.gov.

Q:	Why did I receive a Notice of Internet Availability of Proxy Materials instead of printed proxy materials?

Most stockholders received a Notice instead of a full set of printed proxy materials. The Notice provides access to proxy materials in a fast and efficient manner via the Internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to stockholders. On or around March 30, 2022, we will begin mailing the Notice to certain stockholders of record as of the close of business on March 17, 2022, and we will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the website or may request to receive a printed set of our proxy materials. The Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by e-mail for the Annual Meeting and on an ongoing basis. Stockholders who previously requested printed proxy materials or electronic materials on an ongoing basis will receive those materials in the format requested.

Q:	How can I access the proxy materials over the Internet?

The Notice, this proxy statement and our 2021 Annual Report are available at www.proxyvote.com prior to the day of the Annual Meeting or at www.virtualshareholdermeeting.com/TRU2022 on the day of and during the Annual Meeting. Your Notice or proxy card will contain instructions on how to view these materials. Our proxy materials are also available on our Investor Relations website, www.transunion.com/tru, on the Financials page.

Q:	What does it mean if I receive more than one proxy card or Notice?

A:	If you receive more than one proxy card or Notice, your shares may be registered in more than one name or in different accounts. Please follow the instructions on each proxy card and/or Notice to ensure that all of your shares are voted.

Q:	Who pays for the proxy solicitation related to the Annual Meeting?

We will bear the entire cost of this solicitation, including the preparation, assembly, printing, the mailing of the Notice and any mailing of this proxy statement, the proxy card, and any additional information furnished to stockholders. In addition to using the mail, proxies may be solicited by directors, executive officers, and other employees of TransUnion, in person or by telephone. No additional compensation will be paid to our directors,

executive officers, or other employees for these services. We have retained Georgeson LLC to assist us with the solicitation of proxies for an estimated fee of $10,000 plus expenses. We also will reimburse banks, nominees, fiduciaries, brokers and other custodians for their costs of sending the proxy materials to the beneficial owners of our common stock.

Q:	Can I choose to receive proxy statements and annual reports on the Internet instead of receiving them by mail?

Yes. If you are a registered stockholder or beneficial owner, you can elect to receive future annual reports and proxy statements on the Internet only and not receive copies in the mail by following the instructions on your proxy card or voting instruction form. Your request for electronic transmission will remain in effect for all future annual reports and proxy statements, unless withdrawn.

CORPORATE GOVERNANCE AND RELATED MATTERS

General

Our Board of Directors directs the management of our business and affairs, and also manages our business on behalf of our stockholders. The Board and management recognize that the interests of TransUnion are advanced by responsibly addressing the concerns of multiple constituencies, including employees, consumers, customers and the communities in which we operate. Our Corporate Governance Guidelines support the Board in its oversight role and in fulfilling its obligation to stockholders.

Our Corporate Governance Guidelines address, among other things:

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the composition and responsibilities of the Board,

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director independence and qualification standards,

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Board meeting requirements,

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management succession planning,

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compensation of non-management directors, and

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communications with Board members.

The NCG Committee regularly reviews our Corporate Governance Guidelines and recommends modifications of these guidelines to the Board when appropriate, including when NYSE and SEC regulations require changes. In February 2022, our Board approved recommendations from the NCG Committee to modify our Corporate Governance Guidelines, including to specify the Board’s commitment to actively seek out highly qualified women and individuals from minority groups to include in the pool from which new Board candidates are chosen.

You can find our Corporate Governance Guidelines on our Investor Relations website, www.transunion.com/tru, on the “Leadership and Governance” page.

Company Structure; Board Composition

TransUnion was formed by affiliates of Goldman, Sachs & Co. LLC and Advent International Corporation on February 15, 2012. Our stock trades on the New York Stock Exchange under the ticker “TRU.”

Our Third Amended and Restated Certificate of Incorporation provides for a phased de-classification of our Board of Directors, which will be complete at our Annual Meeting. At the Annual Meeting, all director nominees elected by our stockholders will be elected to hold office for a term of one year, or until their successors are duly elected and qualified, thereby terminating the classification of our Board.

Board Leadership Structure and Role of Board in Risk Oversight

Our Board of Directors is currently led by Ms. Pamela Joseph, our Non-Executive Chairperson. Whenever the Chairperson of the Board is also the CEO or is a director who does not otherwise qualify as an “independent director,” the independent directors will elect from among themselves a Lead Director of the Board. Following nomination by the NCG Committee, each independent director will be given the opportunity, by secret ballot, to vote in favor of a Lead Director nominee or to write in a candidate of his or her own. The Lead Director will be elected by a plurality and will serve until the Board meeting immediately following the next annual meeting of stockholders, unless otherwise determined by the Board. Since the CEO position is currently separate from our Chairperson position, we do not have a Lead Director at this time.

We believe that the separation of the Chairperson and the CEO roles is appropriate for us at this time. The Board believes that this leadership structure is appropriate because it strikes an effective balance between management

and independent director participation in the Board process. The Non-Executive Chairperson role allows our President and CEO to focus on his management responsibilities in leading the business, setting our strategic direction and optimizing our performance and operations. At the same time, the Non-Executive Chairperson can focus on Board leadership, provide guidance to the CEO, and focus on corporate governance and our overall business strategy. The Board believes that the separation of functions between the

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SEC Form DEF 14A filed by TransUnion