8-KLeadership ChangesShareholder MattersExhibits & Filings

Accenture plc 8-K Report, Executive Changes (Feb 6, 2013)

Filed February 6, 2013For Securities:ACN

Summary

This Accenture plc (ACN) 8-K filing from February 6, 2013, reports on the outcome of its 2013 annual general meeting of shareholders (the "Annual Meeting") held on February 5, 2013. The primary focus for investors is the shareholder approval of an amendment to the Accenture plc 2010 Share Incentive Plan (the "Amended 2010 SIP"). This amendment authorizes an additional 24 million shares for the plan and explicitly prohibits the repricing of options and share appreciation rights, aligning with good corporate governance practices. Beyond the equity plan, the filing also details the shareholder voting results on several other key proposals. These include the non-binding approval of Accenture's financial statements for the period ended August 31, 2012, the re-appointment of several directors, the ratification of KPMG as the independent auditor, and a non-binding advisory vote on executive compensation. Notably, a shareholder proposal regarding a report on lobbying practices did not receive majority support.

Key Highlights

  • 1Shareholders approved an amendment to the 2010 Share Incentive Plan, authorizing an additional 24 million shares.
  • 2The amended incentive plan expressly prohibits the repricing of stock options and share appreciation rights.
  • 3The company's financial statements for the twelve-month period ended August 31, 2012, received non-binding shareholder approval.
  • 4Directors William L. Kimsey, Robert I. Lipp, Pierre Nanterme, Gilles C. Pélisson, and Wulf von Schimmelmann were re-appointed.
  • 5Shareholders ratified KPMG as the independent registered public accounting firm for the term expiring at the 2014 annual general meeting.
  • 6A non-binding vote on the compensation of named executive officers was approved by shareholders.
  • 7A shareholder proposal requesting a report on lobbying practices was not approved.

Frequently Asked Questions

The 2013 annual general meeting of shareholders was held to vote on several key proposals, including the approval of an amendment to the company's 2010 Share Incentive Plan, the re-appointment of directors, the ratification of the independent auditor, and advisory votes on financial statements and executive compensation.

The plan was amended to authorize an additional 24 million shares for issuance. Crucially, the amendment also introduced an express prohibition against the repricing of stock options and share appreciation rights, which is a common corporate governance best practice to protect shareholder value.

Shareholders cast a non-binding advisory vote on the compensation of the named executive officers. The results show that the majority of votes cast were in favor of approving this compensation.

No, the shareholder proposal requesting a report on lobbying practices did not receive majority support, with significantly more votes cast against it than for it.