8-K


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 3, 2016
Accenture plc
(Exact name of Registrant as specified in its charter)
 
Ireland
 
001-34448
 
98-0627530
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(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):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 











Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

          On February 3, 2016, Accenture plc (“Accenture”) held its 2016 annual general meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, Accenture’s shareholders approved amendments to the Amended and Restated Accenture plc 2010 Share Incentive Plan (as amended, the “Amended 2010 SIP”) and to the Accenture plc 2010 Employee Share Purchase Plan (as amended, the “Amended 2010 ESPP”), 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 prior Amended and Restated Accenture plc 2010 Share Incentive Plan, except that it has been amended to (1) authorize an additional 9 million shares, (2) establish limits on the total annual compensation granted to Accenture’s non-employee directors for any fiscal year and (3) make other amendments, as described in Accenture’s definitive proxy statement for the Annual Meeting filed on December 11, 2015 (the “Proxy Statement”).

          The Amended 2010 ESPP is substantially the same as the prior Accenture plc 2010 Employee Share Purchase Plan, except that it has been amended to (1) authorize an additional 45 million shares and (2) make other amendments, as described in the Proxy Statement.

          The material terms of the Amended 2010 SIP and the Amended 2010 ESPP are described in the Proxy Statement, and the descriptions of the plans included in the Proxy Statement are incorporated herein by reference as Exhibits 99.1 and 99.2. The descriptions of the Amended 2010 SIP and Amended 2010 ESPP are qualified in their entirety by reference to the full text of the (1) Amended 2010 SIP, a copy of which is filed as Exhibit 10.1, and (2) Amended 2010 ESPP, a copy of which is filed as Exhibit 10.2.

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

          At the Annual Meeting, Accenture’s shareholders approved amendments to Accenture’s Memorandum and Articles of Association, which became effective February 3, 2016. The amendments (1) implement “proxy access” rights for eligible shareholders, (2) enhance the advance notice disclosure obligations applicable to shareholder nominees for election to the Board, (3) provide for a plurality voting standard in the event of a contested election, (4) grant the Board sole authority to determine its size and (5) make certain administrative amendments in connection with recent changes in Irish law.

          Requests to include shareholder-nominated director candidates in Accenture’s proxy statement for its 2017 annual general meeting of shareholders must be received by Accenture between July 17, 2016 and August 16, 2016.

          The amendments to Accenture’s Memorandum and Articles of Association are described in the Proxy Statement, and the descriptions of the amendments included in the Proxy Statement are incorporated herein by reference as Exhibits 99.3, 99.4 and 99.5. The descriptions of the amendments to Accenture’s Memorandum and Articles of Association are qualified in their entirety by reference to the full text of the Amended and Restated Memorandum and Articles of Association, a copy of which is filed as Exhibit 3.1.





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

         On February 3, 2016, Accenture held its Annual Meeting. Accenture’s shareholders approved all of the 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:
 
 
 
For
 
Against
 
Abstained
 
Broker
Non-Votes
1.
To re-appoint the following directors:
 
 
 
 
 
 
 
 
 
 
 
    Jaime Ardila
 
473,288,512
99.91%
 
408,754
0.09%
 
2,159,576
 
51,819,747
 
    Dina Dublon
 
469,930,503
99.20%
 
3,785,854
0.80%
 
2,140,485
 
51,819,747
 
    Charles H. Giancarlo
 
469,543,193
99.34%
 
3,137,752
0.66%
 
3,175,897
 
51,819,747
 
    William L. Kimsey
 
467,906,017
98.81%
 
5,655,327
1.19%
 
2,295,498
 
51,819,747
 
    Marjorie Magner
 
472,011,843
99.67%
 
1,544,201
0.33%
 
2,300,798
 
51,819,747
 
    Blythe J. McGarvie
 
468,220,694
98.87%
 
5,329,347
1.13%
 
2,306,801
 
51,819,747
 
    Pierre Nanterme
 
459,703,520
97.25%
 
12,984,901
2.75%
 
3,168,421
 
51,819,747
 
    Gilles C. Pélisson
 
468,975,863
99.03%
 
4,567,287
0.96%
 
2,313,692
 
51,819,747
 
    Paula A. Price
 
473,066,283
99.89%
 
500,358
0.11%
 
2,290,201
 
51,819,747
 
    Arun Sarin
 
471,741,720
99.62%
 
1,822,078
0.38%
 
2,293,044
 
51,819,747
 
    Wulf von Schimmelmann
 
430,750,178
90.96%
 
42,830,814
9.04%
 
2,266,850
 
51,819,747
 
    Frank K. Tang
 
473,221,377
99.93%
 
340,415
0.07%
 
2,295,050
 
51,819,747
2.
To approve, in a non-binding vote, the compensation of Accenture’s named executive officers
 
458,342,790
96.88%
 
14,761,808
3.12%
 
2,752,244
 
51,819,747
3.
To approve an amendment to the Amended and Restated Accenture plc 2010 Share Incentive Plan to increase the number of shares available for issuance, establish limits on annual compensation granted to Accenture’s non-employee directors and make other amendments
 
452,697,192
95.13%
 
20,823,526
4.38%
 
2,336,123
 
51,819,748
4.
To approve an amendment to the Accenture plc 2010 Employee Share Purchase Plan to increase the number of shares available for issuance and make other amendments
 
467,327,066
98.21%
 
6,308,416
1.33%
 
2,221,360
 
51,819,747
5.
To ratify, in a non-binding vote, the appointment of KPMG LLP (“KPMG”) as Accenture’s independent auditors and to authorize, in a binding vote, the Audit Committee of the Board to determine KPMG’s remuneration
 
519,443,163
99.20%
 
4,176,553
0.80%
 
4,056,873
 
0
6.
To amend Accenture’s Articles of Association to implement “proxy access”
 
455,124,073
96.09%
 
18,520,268
3.91%
 
2,212,501
 
51,819,747
7A.
To amend Accenture’s Articles of Association to enhance the advance notice provisions and make certain administrative amendments
 
470,832,140
99.39%
 
2,872,326
0.61%
 
2,152,376
 
51,819,747
7B.
To amend Accenture’s Memorandum of Association to make certain administrative amendments
 
472,567,430
99.80%
 
943,005
0.20%
 
2,346,407
 
51,819,747




8A.
To amend Accenture’s Articles of Association to provide for plurality voting in the event of a contested election
 
469,404,544
99.17%
 
3,950,260
0.83%
 
2,502,038
 
51,819,747
8B.
To amend Accenture’s Articles of Association to grant the Board sole authority to determine its size
 
464,684,326
98.19%
 
8,589,242
1.81%
 
2,583,274
 
51,819,747
9.
To grant the Board the authority to issue shares under Irish law
 
513,682,249
97.81%
 
11,479,134
2.19%
 
2,515,206
 
0
10.
To grant the Board the authority to opt-out of statutory pre-emption rights under Irish law
 
471,195,075
99.53%
 
2,245,742
0.47%
 
2,416,025
 
51,819,747
11.
To authorize Accenture and its subsidiaries to make open-market purchases of Accenture plc Class A ordinary shares under Irish law
 
520,858,618
99.14%
 
4,498,048
0.86%
 
2,319,923
 
0
12.
To determine the price range at which Accenture can re-allot shares that it acquires as treasury shares under Irish law
 
521,337,812
99.51%
 
2,559,859
0.49%
 
3,778,918
 
0
_______________ 
Percentages in chart may not total due to rounding.






Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1
Amended and Restated Memorandum and Articles of Association
10.1
Amended and Restated Accenture plc 2010 Share Incentive Plan
10.2
Amended and Restated Accenture plc 2010 Employee Share Purchase Plan
99.1
The section entitled “Proposal No. 3 – Approval of Amendments to the Amended and Restated Accenture plc 2010 Share Incentive Plan” of the definitive proxy statement of Accenture plc on Schedule 14A filed on December 11, 2015 (the “Proxy Statement”) is incorporated herein by reference
99.2
The section entitled “Proposal No. 4 – Approval of Amended and Restated Accenture plc 2010 Employee Share Purchase Plan” of the Proxy Statement is incorporated herein by reference
99.3
The section entitled “Proposal No. 6 – Vote to Amend the Company’s Articles of Association to Implement Proxy Access” of the Proxy Statement is incorporated herein by reference
99.4
The section entitled “Proposal No. 7 – Amend the Company’s: (A) Articles of Association to Enhance the Advance Notice Provisions and Make Certain Administrative Amendments; and (B) Memorandum of Association to Make Certain Administrative Amendments” of the Proxy Statement is incorporated herein by reference
99.5
The section entitled “Proposal No. 8 – Vote to Amend the Company’s Articles of Association to: (A) Provide for a Plurality Voting Standard in the Event of a Contested Election; and (B) Grant the Board Sole Authority to Determine its Size” of the Proxy Statement is incorporated herein by reference





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.
 
Date: February 3, 2016
ACCENTURE PLC
 
 
 
 
 
By:
 
/s/ Joel Unruch   
 
Name:
 
Joel Unruch
 
Title:
 
Corporate Secretary




EXHIBIT INDEX

Exhibit No.
Description
3.1
Amended and Restated Memorandum and Articles of Association
10.1
Amended and Restated Accenture plc 2010 Share Incentive Plan
10.2
Amended and Restated Accenture plc 2010 Employee Share Purchase Plan
99.1
The section entitled “Proposal No. 3 – Approval of Amendments to the Amended and Restated Accenture plc 2010 Share Incentive Plan” of the definitive proxy statement of Accenture plc on Schedule 14A filed on December 11, 2015 (the “Proxy Statement”) is incorporated herein by reference
99.2
The section entitled “Proposal No. 4 – Approval of Amended and Restated Accenture plc 2010 Employee Share Purchase Plan” of the Proxy Statement is incorporated herein by reference
99.3
The section entitled “Proposal No. 6 – Vote to Amend the Company’s Articles of Association to Implement Proxy Access” of the Proxy Statement is incorporated herein by reference
99.4
The section entitled “Proposal No. 7 – Amend the Company’s: (A) Articles of Association to Enhance the Advance Notice Provisions and Make Certain Administrative Amendments; and (B) Memorandum of Association to Make Certain Administrative Amendments” of the Proxy Statement is incorporated herein by reference
99.5
The section entitled “Proposal No. 8 – Vote to Amend the Company’s Articles of Association to: (A) Provide for a Plurality Voting Standard in the Event of a Contested Election; and (B) Grant the Board Sole Authority to Determine its Size” of the Proxy Statement is incorporated herein by reference