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2020-Proxy-Statement.Pdf April 1, 2020 Dear Fellow Stockholders: I am pleased to invite you to join our Board of Directors and senior leadership for our 2020 Annual Meeting of Stockholders (Annual Meeting), which will be held on Tuesday, May 12, 2020, 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 2019 Annual Report (which includes our 2019 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 11. 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. Chris Cartwright President and CEO 555 West Adams Street Chicago, Illinois 60661 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To be held on Tuesday, May 12, 2020 12:00 p.m. Central Daylight Time The 2020 Annual Meeting of Stockholders of TransUnion (Annual Meeting) will be held at 12:00 p.m. Central Daylight Time on Tuesday, May 12, 2020. Due to the emerging public health impact of the coronavirus (COVID-19) pandemic and to support the health and well-being of our stockholders and other meeting participants, the Annual Meeting will be a virtual meeting of stockholders, which will be conducted via live audio webcast. We also 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” on page 8. We are holding the Annual Meeting for the following purposes: 1. To amend and restate our Second Amended and Restated Certificate of Incorporation (Charter) to declassify the Board of Directors over the next three years such that all directors will stand for election on an annual basis beginning with the 2022 Annual Meeting of Stockholders; 2. To amend and restate our Charter to eliminate the supermajority voting provisions relating to amendments to the Charter and Bylaws (Proposal 2(a)) and to the removal of directors (Proposal 2(b)); 3. To amend and restate our Charter to remove the corporate opportunity waiver provisions of the Charter; 4. To amend and restate our Charter to remove certain rights, privileges and protections included in the Charter relating to former significant stockholders of TransUnion that have expired by their terms and to make other technical revisions to the Charter; 5. To elect each of Suzanne P. Clark, Kermit R. Crawford and Thomas L. Monahan, III to the Board of Directors as a Class II director; 6. To amend and restate our 2015 Omnibus Incentive Plan to, among other things, increase the number of shares authorized for issuance by 7 million shares and extend the term of our plan through the tenth anniversary of the date of such amendment and restatement; 7. To ratify the appointment of PricewaterhouseCoopers LLP as TransUnion’s independent registered public accounting firm for the fiscal year ending December 31, 2020; and 8. 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 13, 2020 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, Mick Forde, 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/TRU2020. 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 April 1, 2020, we will begin mailing a Notice of Internet Availability of Proxy Materials (Notice) to certain of our stockholders informing them that our proxy statement, 2019 Annual Report (which includes our 2019 Form 10-K) and voting instructions are available on the Internet as of the same date. The proxy statement will also be made available to all other stockholders on or around April 1, 2020. 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, Mick Forde Senior Vice President, Deputy General Counsel and Corporate Secretary April 1, 2020 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS The Notice of the 2020 Annual Meeting, the proxy statement and our 2019 Annual Report (which includes our 2019 Form 10-K) are available at: www.proxyvote.com 2020 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 ............................ 8 CORPORATE GOVERNANCE AND RELATED MATTERS .................................. 14 General ....................................................................... 14 Company Structure; Board Composition ............................................. 14 Board Leadership Structure and Role of Board in Risk Oversight .......................... 14 Director Independence ........................................................... 15 Mandatory Retirement ............................................................ 16 No Term Limits ................................................................. 16 Stockholder Engagement .......................................................... 16 Communications with Directors .................................................... 16 Meetings and Meeting Attendance .................................................. 17 Sustainability Overview .......................................................... 17 Considerations for Board Nominees ................................................. 18 Background and Experience of Directors ............................................. 18 Board Committees ............................................................... 24 Code of Business Conduct ........................................................ 28 Related Person Transactions ....................................................... 28 Compensation Committee Interlocks and Insider Participation ............................ 29 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ........ 30 Delinquent Section 16(a) Reports ................................................... 31 AMENDMENTS TO OUR SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (PROPOSALS 1 THROUGH 4) ....................................... 32 PROPOSAL 1: AMEND OUR CHARTER TO ELIMINATE THE CLASSIFIED BOARD STRUCTURE .......................................................... 34 Background of Declassification Amendment .......................................... 34 Effect of Declassification Amendment; Phased Declassification ........................... 34 Amendment .................................................................... 35 Vote Required .................................................................. 35 PROPOSAL 2: AMEND OUR CHARTER AND BYLAWS TO REMOVE SUPERMAJORITY VOTING STANDARDS ................................................. 36 Background and Effect of the Majority Amendment .................................... 36 Proposal 2(a): Eliminate Supermajority Voting Provisions to Amend Our Governance Documents ................................................................... 36 Proposal 2(b): Eliminate Supermajority Voting Provision to Remove Directors ............... 37 Amendment .................................................................... 37 Vote Required .................................................................. 37 i PROPOSAL 3: AMEND OUR CHARTER
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