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
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Date of Report (Date of earliest event reported): February 10, 2017
Accenture plc
(Exact name of Registrant as specified in its charter)
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| 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):
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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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 10, 2017, Accenture plc (“Accenture”) held its 2017 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:
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| | | | For | | Against | | Abstained | | Broker Non-Votes |
| 1. | To re-appoint the following directors: | | | | | | | | | | |
| | Jaime Ardila | | 468,733,842 | 99.90% | | 452,922 | 0.10% | | 477,369 | | 50,662,827 |
| | Charles H. Giancarlo | | 466,391,020 | 99.56% | | 2,073,774 | 0.44% | | 1,199,339 | | 50,662,827 |
| | Herbert Hainer | | 468,663,366 | 99.89% | | 515,259 | 0.11% | | 485,508 | | 50,662,827 |
| | William L. Kimsey | | 462,223,735 | 98.73% | | 5,939,558 | 1.27% | | 1,500,840 | | 50,662,827 |
| | Marjorie Magner | | 466,511,675 | 99.43% | | 2,652,218 | 0.57% | | 500,240 | | 50,662,827 |
| | Nancy McKinstry | | 467,702,022 | 99.68% | | 1,501,380 | 0.32% | | 460,731 | | 50,662,827 |
| | Pierre Nanterme | | 453,862,011 | 97.29% | | 12,640,421 | 2.71% | | 3,161,701 | | 50,662,827 |
| | Gilles C. Pélisson | | 466,577,783 | 99.45% | | 2,600,950 | 0.55% | | 485,400 | | 50,662,827 |
| | Paula A. Price | | 468,422,644 | 99.83% | | 776,974 | 0.17% | | 464,515 | | 50,662,827 |
| | Arun Sarin | | 466,906,854 | 99.53% | | 2,207,193 | 0.47% | | 550,086 | | 50,662,827 |
| | Frank K. Tang | | 468,699,114 | 99.90% | | 483,044 | 0.10% | | 481,975 | | 50,662,827 |
| 2. | To approve, in a non-binding vote, the compensation of Accenture’s named executive officers | | 447,028,679 | 95.67% | | 20,220,431 | 4.33% | �� | 2,415,023 | | 50,662,827 |
| 3. | 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 of Directors (the “Board”) to determine KPMG’s remuneration | | 513,777,858 | 99.15% | | 4,428,594 | 0.85% | | 2,120,508 | | 0 |
| 4. | To grant the Board the authority to issue shares under Irish law | | 513,988,584 | 98.88% | | 5,803,842 | 1.12% | | 534,534 | | 0 |
| 5. | To grant the Board the authority to opt-out of pre-emption rights under Irish law | | 516,852,788 | 99.52% | | 2,487,446 | 0.48% | | 986,726 | | 0 |
| 6. | To determine the price range at which Accenture can re-allot shares that it acquires as treasury shares under Irish law | | 515,335,035 | 99.17% | | 4,336,401 | 0.83% | | 655,524 | | 0 |
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Percentages in chart may not total due to rounding.
Additionally, set forth below are the voting results on the following matter:
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| | | | 1 Year | | 2 Years | | 3 Years | | Abstained | | Broker
Non-Votes |
| 1. | To recommend, in a non-binding vote, whether a shareholder vote to approve the compensation of Accenture’s named executive officers should occur every 1, 2 or 3 years | | 432,977,544 | 92.27% | | 1,185,375 | 0.25% | | 35,101,092 | 7.48% | | 400,122 | | 50,662,827 |
In light of the voting results with respect to the frequency of 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 10, 2017 | ACCENTURE PLC |
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| | By: | | /s/ Joel Unruch |
| | Name: | | Joel Unruch |
| | Title: | | Corporate Secretary |
