On July 8, 2019, the Board of Directors (the “Board”) of Accenture plc (the “Company”) appointed Julie Sweet to serve as the chief executive officer and a member of the Board, effective as of September 1, 2019. Additionally, on July 8, 2019, the Board appointed David Rowland, who has served as the Company’s interim chief executive officer and a member of the Board since January 10, 2019, as executive chairman of the Board, also effective as of September 1, 2019. Mr. Rowland will continue to serve as the Company’s interim chief executive officer until such time.

Ms. Sweet, 51, is currently chief executive officer of Accenture’s business in North America, the Company’s largest geographic region. Prior to assuming this role in 2015, Ms. Sweet served as the Company’s general counsel, secretary and chief compliance officer from March 2010 to June 2015. Prior to joining the Company, Ms. Sweet was a partner for ten years in the law firm of Cravath, Swaine & Moore LLP. Ms. Sweet holds a Bachelor of Arts degree from Claremont McKenna College and a Juris Doctor from Columbia Law School.

On July 8, 2019, the Board also approved the total target compensation for Ms. Sweet in her new role. Ms. Sweet’s cash compensation will be composed of a base salary, effective September 1, 2019, of $1,250,000 and a target annual bonus, which relates to fiscal 2020 company performance, of $2,500,000 (with a maximum of $5,000,000). In addition, the Board approved equity awards with a total target value of $10,250,000, composed of a target number of restricted share units (“RSUs”) with a fair market value of $7,687,500 as of the date of grant (with a maximum number of RSUs equal to 150% of that number) under the Company’s Key Executive Performance Share Program and a target award value of $2,562,500 under the Company’s Performance Equity Award Program, which will be earned based on fiscal 2020 performance.

On July 8, 2019, the Board also approved the total target compensation for Mr. Rowland in his new executive chairman role. Mr. Rowland’s cash compensation will remain unchanged effective as of September 1, 2019. The Board approved equity awards with a total target value of $11,300,000, composed of a target number of RSUs with a fair market value of $7,571,000 as of the date of grant (with a maximum number of RSUs equal to 150% of that number) under the Company’s Key Executive Performance Share Program and a target award value of $3,729,000 under the Company’s Performance Equity Award Program, which will be earned based on fiscal 2020 performance.

Ms. Sweet’s and Mr. Rowland’s equity awards are to be granted in the ordinary course when annual equity awards are typically granted to the Company’s executive officers – in January 2020 for the Key Executive Performance Share Program and in January 2021 for the Performance Equity Award Program. The equity awards will be subject to the Company’s approved standard terms and conditions, except that, in recognition of Mr. Rowland’s service as executive chairman, the Key Executive Program award will not be subject to a service vesting requirement.

In addition, in connection with these leadership changes, the independent directors of the Board also appointed Marge Magner to serve as the independent Lead Director, effective as of September 1, 2019.

Item 7.01 Regulation FD Disclosure

A copy of the Company’s news release announcing these leadership changes has been furnished as Exhibit 99 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Accenture plc Exhibit
EX-99 2 july112019acn8-kexhibit.htm NEWS RELEASE OF ACCENTURE,…
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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.