8-KLeadership ChangesShareholder Matters

Accenture plc 8-K Report, Executive Changes (Feb 4, 2019)

Filed February 4, 2019For Securities:ACN

Summary

This 8-K filing from Accenture plc (ACN) reports on compensation arrangements for its interim CEO, David Rowland, and new CFO, KC McClure, effective in early 2019. Both executives received significant equity awards, with Mr. Rowland's awards totaling a fair market value of $6,645,000, including a notable portion without a service vesting requirement in recognition of his interim CEO role. Ms. McClure's compensation was enhanced with a base salary increase to $975,000, a higher bonus target, and equity awards valued at $930,000. The filing also details the outcomes of Accenture's 2019 annual general meeting of shareholders, where all proposals, including the re-appointment of directors and the ratification of auditors, received overwhelming shareholder approval. Notably, David Rowland was elected to the Board of Directors by a substantial majority, replacing a nominee who resigned for health reasons.

Key Highlights

  • 1Accenture announced new compensation packages for interim CEO David Rowland and CFO KC McClure, effective March 1, 2019, and February 1, 2019, respectively.
  • 2David Rowland received substantial equity awards totaling $6,645,000 in fair market value, with a portion not subject to service vesting in recognition of his interim CEO role.
  • 3KC McClure's compensation was increased with a base salary of $975,000, a target bonus of 100.5% of base compensation, and equity awards valued at $930,000.
  • 4Shareholders overwhelmingly approved all proposals at the 2019 annual general meeting, including the re-appointment of directors.
  • 5David Rowland was elected as a director, receiving approximately 93.17% of the votes cast, following the resignation of a prior nominee due to health reasons.
  • 6Accenture's shareholders approved the appointment of KPMG LLP as the independent auditor and authorized the Audit Committee to determine their remuneration.
  • 7Shareholders granted the Board authority to issue shares and to opt-out of pre-emption rights under Irish law.

Frequently Asked Questions

Effective March 1, 2019, interim CEO David Rowland received equity awards totaling $6,645,000 in fair market value, with a key portion not subject to service vesting. Effective February 1, 2019, CFO KC McClure's annual base salary increased to $975,000, her target annual bonus to 100.5% of base compensation, and she received equity awards valued at $930,000 as of March 1, 2019.

Yes, Accenture's shareholders approved all presented proposals at the 2019 annual general meeting. This included the re-appointment of all nominated directors, the compensation of named executive officers (on a non-binding basis), the ratification of KPMG as independent auditors, and granting the Board authority for share issuance and pre-emption rights under Irish law.

David Rowland, the interim Chief Executive Officer, was elected to the Board of Directors with overwhelming support. This followed the resignation of Pierre Nanterme for health reasons. Mr. Rowland was designated as a director nominee in his place.

The compensation of Accenture's named executive officers was approved in a non-binding vote, with approximately 93.17% of the votes cast in favor.