Current Report Filing (8-k)
01 Fevereiro 2023 - 06:23PM
Edgar (US Regulatory)
0001467373false00014673732023-02-012023-02-01
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1,
2023
Accenture plc
(Exact name of Registrant as specified in its charter)
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Ireland |
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001-34448 |
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98-0627530 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
1 Grand Canal Square
Grand Canal Harbour
Dublin 2, Ireland
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(353) (1) 646-2000
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Class A ordinary shares, par value $0.0000225 per
share |
ACN |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.07 Submission of Matters to a Vote of Security
Holders
On February 1, 2023, Accenture plc (“Accenture”) held its 2023
annual general meeting of shareholders (the “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 (proposal
numbers correspond to the proposal numbers used in Accenture’s
definitive proxy statement, filed with the Securities and Exchange
Commission on December 13, 2022):
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Proposals |
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For |
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Against |
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Abstained |
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Broker
Non-Votes |
1. |
To appoint the following directors:
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Jaime Ardila
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465,082,358 |
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99.50 |
% |
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2,353,826 |
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0.50 |
% |
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604,567 |
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51,330,445 |
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Nancy McKinstry
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354,035,893 |
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75.92 |
% |
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112,268,650 |
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24.08 |
% |
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1,736,208 |
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51,330,445 |
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Beth E. Mooney
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463,641,586 |
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99.22 |
% |
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3,666,205 |
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0.78 |
% |
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732,960 |
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51,330,445 |
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Gilles C. Pélisson
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462,655,939 |
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98.98 |
% |
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4,785,122 |
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1.02 |
% |
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599,690 |
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51,330,445 |
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Paula A. Price
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460,858,860 |
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98.58 |
% |
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6,657,673 |
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1.42 |
% |
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524,218 |
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51,330,445 |
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Venkata (Murthy) Renduchintala
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465,356,556 |
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99.59 |
% |
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1,931,033 |
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0.41 |
% |
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753,162 |
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51,330,445 |
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Arun Sarin
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461,134,609 |
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98.68 |
% |
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6,163,335 |
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1.32 |
% |
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742,807 |
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51,330,445 |
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Julie Sweet
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439,534,586 |
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94.46 |
% |
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25,795,429 |
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5.54 |
% |
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2,710,736 |
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51,330,445 |
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Tracey T. Travis
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410,723,229 |
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87.86 |
% |
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56,746,726 |
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12.14 |
% |
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570,796 |
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51,330,445 |
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2. |
To approve, in a non-binding vote, the compensation of Accenture’s
named executive officers
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422,625,148 |
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90.46 |
% |
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44,557,046 |
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9.54 |
% |
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858,557 |
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51,330,445 |
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4. |
To ratify, in a non-binding vote, the appointment of KPMG LLP
(“KPMG”) as Accenture’s independent auditor and to authorize, in a
binding vote, the Audit Committee of the Board of Directors (the
“Board”) to determine KPMG’s remuneration
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492,194,630 |
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94.97 |
% |
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26,051,859 |
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5.03 |
% |
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1,124,707 |
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— |
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5. |
To grant the Board the authority to issue shares under Irish
law
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510,449,122 |
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98.52 |
% |
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7,688,295 |
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1.48 |
% |
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1,233,779 |
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— |
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6. |
To grant the Board the authority to opt-out of pre-emption rights
under Irish law
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511,505,227 |
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98.76 |
% |
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6,420,234 |
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1.24 |
% |
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1,445,735 |
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— |
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7. |
To determine the price range at which Accenture can re-allot shares
that it acquires as treasury shares under Irish law
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517,296,457 |
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99.86 |
% |
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741,500 |
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0.14 |
% |
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1,333,239 |
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— |
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Additionally, set forth below are the voting results on the
following matter:
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1 Year |
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2 Years |
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3 Years |
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Abstained |
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Broker
Non-Votes |
3. |
To approve, in a non-binding vote, the frequency of future
non-binding votes to approve the compensation of Accenture’s named
executive officers
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460,508,579 |
98.57 |
% |
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990,639 |
0.21 |
% |
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5,691,738 |
1.22 |
% |
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849,795 |
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51,330,445 |
In light of the voting results with respect to the frequency of
future shareholder votes on executive compensation, the Board has
decided that Accenture will hold an annual advisory vote on the
compensation of named executive officers until the next required
vote on the frequency of shareholder votes on the compensation of
executives. Accenture is required to hold votes on frequency every
six years.
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly
authorized.
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Date: February 1, 2023 |
ACCENTURE PLC |
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By: |
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/s/ Joel Unruch |
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Name: |
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Joel Unruch |
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Title: |
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General Counsel & Corporate Secretary |
Accenture (NYSE:ACN)
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