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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported): June 30, 2022

____________________

TransUnion

(Exact name of registrant as specified in its charter)

____________________

Delaware

001-37470

61-1678417

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

555 West Adams Street,

Chicago,

Illinois

60661

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (312) 985-2000

____________________

Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)

☐ Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))

☐ Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

TRU

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On June 30, 2022, TransUnion’s Board of Directors (the “Board”) voted to increase the size of the Board from nine to 11 members, effective immediately. Also, on June 30, 2022, Hamidou Dia and Ravi Kumar Singisetti were appointed by the Board as directors of TransUnion, effective July 7, 2022, to fill the newly created directorships. Each of Messrs. Dia and Kumar will serve for the balance of the term expiring at the 2023 annual meeting of stockholders and until the election and qualification of his successor.

Mr. Dia was appointed to serve on the Audit Committee (formerly the Audit and Compliance Committee) and the Technology Committee (formerly the Technology, Privacy and Cybersecurity Committee) and Mr. Kumar was appointed to serve on the Compensation Committee and the Mergers, Acquisitions and Integration Committee (formerly the Mergers and Acquisitions Committee). Also effective on July 7, 2022, the Board designated a newly formed Risk and Compliance Committee. The Risk and Compliance Committee Charter, as well as amended Board Committee Charters for certain committees, may be found on TransUnion’s Investor Relations website.

Each of Messrs. Dia and Kumar will be compensated in accordance with TransUnion’s standard compensation policies and practices for non-employee, independent members of the Board. There are no arrangements or understandings between Mr. Dia or Mr. Kumar and any other person pursuant to which Mr. Dia or Mr. Kumar was appointed as a director. Neither Mr. Dia nor Mr. Kumar is a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointments of Mr. Dia and Mr. Kumar’s is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.			Description
99.1			TransUnion Press Release dated July 7, 2022

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: July 7, 2022	By:	/s/ Todd M. Cello
	Name:	Todd M. Cello
	Title:	Executive Vice President, Chief Financial Officer

Exhibit 99.1


						News Release

Contact Dave Blumberg

E-mail [email protected]

Telephone 312-972-6646

FOR IMMEDIATE RELEASE

TransUnion Appoints Hamidou Dia and Ravi Kumar to its Board of Directors

Chicago, July 7, 2022 - TransUnion (NYSE: TRU) announced today that Hamidou Dia and Ravi Kumar have been appointed to its Board of Directors, effective today.

“We’re excited to add these two respected and innovative leaders to TransUnion’s Board,” said Pamela Joseph, Chairperson of the Board. “Their experience driving digital transformation will be key as we continue to evolve our data and analytics capabilities to deliver Information for Good.”

Dia, 57, has served as VP and Global Head of Solutions Engineering at Google Cloud since April 2019, where he leads the Global Solution Engineering organization. He is also a member of the Go-To-Market Advisory Board for CapitalG, Alphabet’s Independent Growth Fund.

Dia previously held several roles at Oracle from 1999 to 2019, most recently as Senior Vice President, North America Technology Solution Engineering and Cloud Customer Success. Serving as chief architect of the North American technology division, he oversaw a team of over 1,600 sales engineers and drove the transformation of the sales engineering organization from an on-premises to a cloud sales engineering organization. Dia earned his bachelor’s and master’s degrees in computer science from the University of Nantes, France.

Kumar, 50, has served as the President of Infosys, a global IT consulting and services company, since 2015, where he leads the Infosys Global Services Organization across all global industry segments. He has more than 20 years of experience in the consulting space, incubating new practice lines and driving large transformational programs. He also serves as Chairman of the Board of Infosys Business Process Management, Chairman of the Board of Infosys Public Services, and Chairman of the Infosys Foundation, USA. Kumar has held additional roles at Infosys since 2002, including Executive Vice President, Global Head of the Insurance, Healthcare, and Cards and Payments business unit and Senior Vice President & Global Head of Consulting & Systems Integration.

Kumar serves on the Board of Directors of Digimarc Corporation (Nasdaq: DMRC) where he serves on the Compensation and Talent Management Committee and the Market Development Committee. Mr. Kumar also serves on the Board of Governors of the New York Academy of Sciences and the Board of Directors of the U.S. Chamber of Commerce. He earned his

Exhibit 99.1

bachelor’s degree in engineering from Shivaji University and his M.B.A. from Xavier Institute of Management, India.

“Hamidou and Ravi bring impressive technical knowledge and proven leadership to our organization,” said Chris Cartwright, President and CEO, TransUnion. “Hamidou’s expertise in both cloud architecture and digital transformation will guide us as we continue to build out our state of the art technology infrastructure. Ravi brings extensive experience in reimagining and re-inventing technology services that will help shape the solutions and products we develop. Their addition to the Board of Directors will keep us well positioned as we continue our transformation across global platforms and products to achieve our vision and strategy.”

About TransUnion (NYSE:TRU)

TransUnion is a global information and insights company that makes trust possible in the modern economy. We do this by providing an actionable picture of each person so they can be reliably represented in the marketplace. As a result, businesses and consumers can transact with confidence and achieve great things. We call this Information for Good.®

A leading presence in more than 30 countries across five continents, TransUnion provides solutions that help create economic opportunity, great experiences and personal empowerment for hundreds of millions of people.

http://www.transunion.com/business