Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers OnJanuary 30, 2020 ,Accenture plc ("Accenture") held its 2020 annual general meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, Accenture's shareholders approved an amendment and restatement of theAmended and Restated Accenture plc 2010 Share Incentive Plan (such restatement, 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 priorAmended and Restated Accenture plc 2010 Share Incentive Plan, except that it has been amended to (i) authorize an additional 15 million shares, (ii) extend the term of the plan untilDecember 9, 2029 , (iii) formalize Accenture's historical practice that accrued dividends and dividend equivalent rights may not be paid out unless and until the underlying award vests, (iv) add a minimum vesting period of one year from grant for all options granted under the plan and (v) reiterate that Accenture's clawback policies apply to all awards granted under the plan. The material terms of the Amended 2010 SIP are described in Accenture's definitive proxy statement for the Annual Meeting filed with theSecurities and Exchange Commission onDecember 10, 2019 (the "Proxy Statement"), and the description of the plan included in the Proxy Statement is incorporated herein by reference as Exhibit 99.1. 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 Submission of Matters to a Vote of Security Holders OnJanuary 30, 2020 , 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: Broker For Against Abstained Non-Votes 1. To re-appoint the following directors: Jaime Ardila 464,176,326 99.89 % 515,271 0.11 % 500,441 67,596,905 Herbert Hainer 463,792,670 99.81 % 894,010 0.19 % 505,358 67,596,905 Nancy McKinstry 411,976,300 88.64 % 52,824,367 11.36 % 391,371 67,596,905 Gilles C. Pélisson 463,075,367 99.64 % 1,673,285 0.36 % 443,386 67,596,905 Paula A. Price 462,823,791 99.58 % 1,946,927 0.42 % 421,320 67,596,905 Venkata (Murthy) 464,151,652 99.88 % 558,024 0.12 % 482,362 67,596,905 Renduchintala David Rowland 460,804,696 99.13 % 4,067,165 0.87 % 320,177 67,596,905 Arun Sarin 460,147,842 99.01 % 4,601,716 0.99 % 442,480 67,596,905 Julie Sweet 464,144,789 99.88 % 568,881 0.12 % 478,368 67,596,905 Frank K. Tang 463,587,862 99.85 % 681,003 0.15 % 923,173 67,596,905 Tracey T. Travis 464,147,558 99.87 % 618,844 0.13 % 425,636 67,596,905 To approve, in a non-binding vote, the 2. compensation of 434,305,099 93.68 % 29,309,907 6.32 % 1,577,032 67,596,905 Accenture's named executive officers To approve the Amended 3. and Restated Accenture 442,364,606 95.09 % 22,080,433 4.75 % 746,999 67,596,905 plc 2010 Share Incentive Plan(1) To ratify, in a non-binding vote, the appointment ofKPMG LLP ("KPMG") as Accenture's 4. independent auditors and 518,124,489 97.50 % 13,260,437 2.50 % 1,404,017 - to authorize, in a binding vote, the Audit Committee of the Board to determineKPMG's remuneration
--------------------------------------------------------------------------------
To grant the Board the 5. authority to issue shares 523,164,595 98.29 % 9,106,021 1.71 % 518,327 - under Irish law To grant the Board the 6. authority to opt-out of 529,459,702 99.53 % 2,474,815 0.47 % 854,426 - pre-emption rights under Irish law To determine the price range at which Accenture 7. can re-allot shares that 529,537,850 99.57 % 2,281,495 0.43 % 969,598 - it acquires as treasury shares under Irish law (1) As noted in the Proxy Statement, under NYSE rules, abstentions count as a vote "against" the proposal. Abstentions constituted 0.16% of the votes cast with respect to the proposal. Item 8.01 Other Events As announced in the Proxy Statement, the independent directors of the Board appointedGilles Pélisson to serve as independent Lead Director of the Board, effective at the completion of the Annual Meeting.Mr. Pélisson succeedsMarjorie Magner , who retired as a director of Accenture at the completion of the Annual Meeting. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Amended and Restated Accenture plc 2010 Share Incentive Plan 99.1 The section entitled " Proposal 3: Approval of Amended and Restated Accenture plc 2010 Share Incentive Plan " included in the Proxy Statement is incorporated herein by reference 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
--------------------------------------------------------------------------------
© Edgar Online, source