8-KLeadership Changes

Accenture plc 8-K Report, Executive Changes (Jan 22, 2019)

Filed January 22, 2019For Securities:ACN

Summary

This 8-K filing by Accenture plc (ACN) reports on the settlement of equity awards for former CEO Pierre Nanterme. Following his stepping down as Chairman and CEO for health reasons, the Compensation Committee decided to waive remaining vesting conditions on certain restricted share units. These awards, granted under the Leadership Performance Equity Award Program and Key Executive Performance Share Program, have now been settled. This action effectively results in the issuance of 410,612 Accenture Class A Ordinary Shares to Mr. Nanterme, subject to withholding obligations. The settlement of the 2017 and 2018 Key Executive Awards will be based on the Company's performance against operating income and relative total shareholder return targets, while the 2019 award will be settled at target. Investors should note this as a finalization of executive compensation related to Mr. Nanterme's tenure and transition.

Key Highlights

  • 1Settlement of restricted share units for former CEO Pierre Nanterme due to health-related departure.
  • 2Compensation Committee waived remaining vesting conditions on certain equity awards.
  • 3410,612 Class A Ordinary Shares issued in full settlement of awards and dividend equivalents.
  • 4Settlement of 2017 and 2018 Key Executive Awards contingent on company performance (operating income and TSR).
  • 52019 Key Executive Award settled at target.
  • 6Action taken in recognition of Mr. Nanterme's career and after consulting an independent compensation consultant.

Frequently Asked Questions

Mr. Nanterme has stepped down as CEO for health reasons. In recognition of his career and after consulting with an independent compensation consultant, the Compensation Committee waived the remaining vesting conditions for his outstanding restricted share units, allowing for their settlement.

A total of 410,612 Accenture Class A Ordinary Shares were issued to Mr. Nanterme in settlement of these awards and previously earned dividend equivalents, prior to any applicable withholding obligations.

The settlement for the 2017 and 2018 Key Executive Awards depends on Accenture's performance against operating income and relative total shareholder return targets. The 2019 Key Executive Award will be settled at target. Therefore, the exact number of shares for the earlier awards is subject to performance outcomes.

The settlement of equity awards is a compensation expense that impacts the company's financial statements. The specific impact will be reflected in Accenture's financial reporting, particularly related to share-based compensation, in the relevant reporting periods.