Accenture plc (NYSE:ACN) Files An 8-K Material Modification to Rights of Security HoldersItem 5.07 Material Modification to Rights of Security Holders
On February 7, 2018, Accenture plc (“Accenture”) held its 2018 annual general meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, Accenture’s shareholders approved an amendment to Accenture’s Articles of Association, which became effective February 7, 2018. Consistent with Irish law, the amendment permits Accenture to engage in certain transactions with its subsidiaries and affiliates, such as a merger, amalgamation or sale, lease or exchange of all or substantially all of its assets, without obtaining shareholder approval.
The amendment to Accenture’s Articles of Association is described in Accenture’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on December 15, 2017 (the “Proxy Statement”), and the description of the amendment included in the Proxy Statement is incorporated herein by reference as Exhibit 99.1. The description of the amendment to Accenture’s Articles of Association is qualified in its entirety by reference to the full text of the Amended and Restated Memorandum and Articles of Association, a copy of which is filed as Exhibit 3.1 hereto.
Item 5.07 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting, Accenture’s shareholders approved an amendment to the Amended and Restated Accenture plc 2010 Share Incentive Plan (as amended, the “Amended 2010 SIP”), which had previously been approved by the Board of Directors of Accenture (the “Board”), subject to shareholder approval.
The Amended 2010 SIP is substantially the same as the prior Amended and Restated Accenture plc 2010 Share Incentive Plan, except that it has been amended to authorize an additional 16 million shares.
The material terms of the Amended 2010 SIP are described in the Proxy Statement, and the description of the plan included in the Proxy Statement is incorporated herein by reference as Exhibit 99.2. The description of the Amended 2010 SIP is qualified in its entirety by reference to the full text of the Amended 2010 SIP, a copy of which is filed as Exhibit 10.1 hereto.
Item 5.07 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth above under Item 5.07 is hereby incorporated by reference into this Item 5.07.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 7, 2018, Accenture held its Annual Meeting. Accenture’s shareholders approved each of the following proposals considered at the Annual Meeting. The following chart sets forth the number and percentage of votes cast for and against, and the number of abstention votes and broker non-votes, with respect to each proposal voted upon by Accenture’s shareholders:
|
For |
Against |
Abstained |
Broker Non-Votes |
|||
|
1. |
To re-appoint the following directors: |
|||||
|
Jaime Ardila |
469,255,093 |
99.90% |
460,366 |
0.10% |
1,145,579 |
51,047,542 |
|
Charles H. Giancarlo |
441,864,648 |
94.07% |
27,849,408 |
5.93% |
1,146,982 |
51,047,542 |
|
Herbert Hainer |
457,746,363 |
99.58% |
1,939,747 |
0.42% |
1,174,928 |
51,047,542 |
|
Marjorie Magner |
465,935,666 |
99.19% |
3,808,973 |
0.81% |
1,116,399 |
51,047,542 |
|
Nancy McKinstry |
466,414,199 |
99.30% |
3,307,929 |
0.70% |
1,138,910 |
51,047,542 |
|
Pierre Nanterme |
451,771,392 |
96.67% |
15,546,947 |
3.33% |
3,542,699 |
51,047,542 |
|
Gilles C. Pélisson |
465,352,317 |
99.07% |
4,352,763 |
0.93% |
1,155,958 |
51,047,542 |
|
Paula A. Price |
467,609,634 |
99.55% |
2,112,000 |
0.45% |
1,139,404 |
51,047,542 |
|
Arun Sarin |
467,427,624 |
99.52% |
2,259,017 |
0.48% |
1,174,397 |
51,047,542 |
|
Frank K. Tang |
469,349,624 |
99.92% |
352,847 |
0.08% |
1,158,567 |
51,047,542 |
|
Tracey T. Travis |
468,058,933 |
99.65% |
1,621,247 |
0.35% |
1,180,858 |
51,047,542 |
|
2. |
To approve, in a non-binding vote, the compensation of Accenture’s named executive officers |
445,456,601 |
95.10% |
22,945,769 |
4.90% |
2,458,668 |
51,047,542 |
|
3. |
To approve an amendment to the Amended and Restated Accenture plc 2010 Share Incentive Plan to increase the number of shares available for issuance(1) |
448,790,679 |
95.31% |
21,056,662 |
4.69% |
1,013,697 |
51,047,542 |
|
4. |
To ratify, in a non-binding vote, the appointment of KPMG LLP (“KPMG”) as Accenture’s independent auditors and to authorize, in a binding vote, the Audit Committee of the Board of Directors to determine KPMG’s remuneration |
511,765,868 |
98.17% |
9,520,855 |
1.83% |
621,857 |
|
|
5. |
To grant the Board the authority to issue shares under Irish law |
516,329,328 |
99.12% |
4,566,898 |
0.88% |
1,012,354 |
|
|
6. |
To grant the Board the authority to opt-out of pre-emption rights under Irish law |
518,860,084 |
99.60% |
2,084,491 |
0.40% |
964,005 |
|
|
7. |
To determine the price range at which Accenture can re-allot shares that it acquires as treasury shares under Irish law |
515,284,046 |
98.92% |
5,638,109 |
1.08% |
986,425 |
|
|
8. |
To approve an internal merger transaction |
469,263,188 |
99.92% |
389,561 |
0.08% |
1,208,289 |
51,047,542 |
|
9. |
To amend Accenture’s Articles of Association to no longer require shareholder approval of certain internal transactions |
467,364,069 |
99.49% |
2,375,484 |
0.51% |
1,121,485 |
51,047,542 |
_______________
Percentages in chart may not total due to rounding.
|
(1) |
As noted in the Proxy Statement, under NYSE rules, abstentions count as a vote “against” the proposal. |
Item 5.07 Financial Statements and Exhibits.
(d) Exhibits
Accenture plc ExhibitEX-3.1 2 exhibit31amendedandrestate.htm AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit Exhibit 3.1Companies Act 2014____________________A PUBLIC COMPANY LIMITED BY SHARES____________________CONSTITUTIONofACCENTURE PUBLIC LIMITED COMPANY(as amended by Special Resolution dated 7 February 2018)____________________Incorporated the 10th day of June 2009____________________DUBLINCert. No.: 471706Companies Act 2014____________________A PUBLIC COMPANY LIMITED BY SHARES____________________CONSTITUTIONofACCENTURE PUBLIC LIMITED COMPANYMEMORANDUM OF ASSOCIATION1.The name of the Company is Accenture public limited company.2.The Company is to be a public limited company.3.The objects for which the Company is established are:3.1To carry on business as a holding company and to acquire and hold shares,…To view the full exhibit click here
About Accenture plc (NYSE:ACN)
Accenture plc is a professional services company serving clients in various industries and in geographic regions, including North America, Europe and Growth Markets. The Company provides management and technology consulting services. Its segments include Communications, Media and Technology; Financial Services; Health and Public Service; Products, and Resources. The Communications, Media & Technology segment serves communications, electronics, technology, media and entertainment industries. The Financial Services segment serves banking, capital markets and insurance industries. The Health & Public service segment serves healthcare payers and providers, and government departments and agencies, public service organizations, educational institutions and non-profit organizations. The Products segment serves a set of interconnected consumer-relevant industries. The Resources segment serves chemicals, energy, forest products, metals and mining, utilities and related industries.
