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

On April 12, 2022, IQVIA Holdings Inc. (the "Company") held its 2022 Annual Meeting of Stockholders and approved a proposal to amend the Company's Amended and Restated Certificate of Incorporation (the "Charter") to declassify the Company's board of directors (the "Board") over time and provide for the annual election of all directors. The amendment 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 12, 2022.

The Board previously approved a corresponding amendment to the Company's Amended and Restated Bylaws (the "Bylaws"), subject to stockholder approval of the proposal to declassify the Board. The Amended and Restated Bylaws of the Company became effective on April 12, 2022.

The foregoing description of the amendments to the Charter and the Bylaws is not complete and is qualified in its entirety by reference to the Amended and Restated Certificate of Incorporation effective as of April 12, 2022 and the Amended and Restated Bylaws effective as of April 12, 2022, which are filed as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, 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 12, 2022, the Company held its 2022 Annual Meeting of Stockholders. As of February 15, 2022, the record date for the meeting, there were 190,912,001 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 III directors based upon the following votes:



                                For         Withhold     Broker Non-Votes
John P. Connaughton         147,404,178    11,683,594       6,305,373
John G. Danhakl             150,933,365    8,154,407        6,305,373
James A. Fasano             154,735,734    4,352,038        6,305,373
Leslie Wims Morris          157,944,880    1,142,892        6,305,373

Proposal No. 2 - The proposal to approve an amendment to the Company's Charter to declassify the board of directors over time and provide for the annual election of all directors was approved by stockholders based upon the following votes:



     For         Against     Abstain     Broker Non-Votes
 158,792,081     281,776     13,915         6,305,373

Proposal No. 3 - An advisory (non-binding) vote to approve the 2021 compensation of the Company's named executive officers received the following votes:



     For         Against      Abstain     Broker Non-Votes
 119,792,326    37,774,070   1,521,376       6,305,373

Proposal No. 4 - An advisory (non-binding) shareholder proposal to request the Company's board of directors adopt majority voting in uncontested director elections received the following votes:



     For         Against      Abstain     Broker Non-Votes
  93,250,103    65,764,203    73,466         6,305,373

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Proposal No. 5 - The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022 was ratified based upon the following votes:

For Against Abstain Broker Non-Votes


 159,537,862    5,834,689    20,594             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 1    2    , 202    2    .
      3.2         Amended and Restated Bylaws of IQVIA Holdings Inc., effective April 12,
                2022    .
      104       Cover Page Interactive Data File (embedded within the Inline XBRL document).

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