Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 13, 2021, IQVIA Holdings Inc. (the "Company") held its Annual Meeting of Stockholders and approved amendments to the Company's Amended and Restated Certificate of Incorporation (the "Charter") to remove supermajority voting standards for stockholder actions in the Charter and replace them with majority voting standards, and to adopt certain other immaterial amendments to the Charter. The amendments to the Charter became effective upon the filing of an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on April 13, 2021.

The foregoing description of the amendments to the Charter is not complete and is qualified in its entirety by reference to the Amended and Restated Certificate of Incorporation dated April 13, 2021, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As discussed under Item 5.03 of this Current Report on Form 8-K, on April 13, 2021, the Company held its 2021 Annual Meeting of Stockholders. As of February 12, 2021, the record date for the meeting, there were 191,748,810 shares of the Company's common stock outstanding and entitled to vote on all matters. At the meeting, stockholders voted on the following proposals:

Proposal No. 1 - The following nominees were elected by majority vote to serve on the Board of Directors as Class II directors based upon the following votes:



                                For         Withhold    Broker Non-Vote
Ari Bousbib                 145,196,757    14,231,694      5,761,387
John M. Leonard M.D.        155,485,455    3,942,996       5,761,387
Todd B. Sisitsky             93,869,742    65,558,709      5,761,387

Proposal No. 2 - An advisory (non-binding) vote on the frequency of the advisory vote on executive compensation received the following votes:



    1 Year       2 Year      3 Year      Abstain     Broker Non-Vote
 137,950,129    1,327,247   4,713,828   15,394,387      5,804,247

A majority of the Company's stockholders approved, on an advisory (non-binding) basis, an annual stockholder advisory vote on executive compensation. In light of these results, the Company will implement an annual advisory stockholder vote on executive compensation.

Proposal No. 3(a) - The proposal to approve an amendment to the Company's Charter to remove a supermajority voting standard for stockholder approval of future amendments, alterations, changes or repeal of the Bylaws was approved by stockholders based upon the following votes:



     For         Against     Abstain    Broker Non-Vote
 158,077,317     937,229     411,905       5,763,387

Proposal No. 3(b) - The proposal to approve an amendment to the Company's Charter to remove a supermajority voting standard for stockholder removal, for cause only, of a director or the entire Board from office was approved by stockholders based upon the following votes:



     For         Against     Abstain    Broker Non-Vote
 158,092,283     923,363     410,084       5,763,388

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Proposal No. 4 - The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021 was ratified based upon the following votes:

For Against Abstain Broker Non-Vote


 160,923,879    3,866,541    399,418           0

Item 9.01 Financial Statements and Exhibits



(d) Exhibits
  Exhibit No.   Description
      3.1         Amended and Restated Certificate of Incorporation of IQVIA Holdings Inc.,
                effective April 13, 2021    .
      104       Cover Page Interactive Data File (embedded within the Inline XBRL document).

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