01—Abstract
Summary
Summary of the 8-K filed April 23, 2026. Cited figures are marked; the original filing is the authoritative source.
On April 23, 2026, IQVIA Holdings Inc. held its 2026 Annual Meeting of Stockholders, where stockholders approved the IQVIA Holdings Inc. 2026 Incentive and Stock Award Plan (the "2026 Plan").
The 2026 Plan took effect immediately upon approval and replaces the 2017 Incentive and Stock Award Plan (the "2017 Plan"), with any shares remaining under the 2017 Plan assumed by the 2026 Plan. It authorizes stock options (incentive and non-qualified), stock appreciation rights, restricted stock awards, restricted stock units, and stock awards. Performance-based awards vest based on metrics set by the Leadership Development and Compensation Committee, which may include revenue, adjusted EBITDA, earnings per share, adjusted diluted earnings per share, cash flow, free cash flow as a percentage of adjusted net income, and relative total stockholder return.
The Committee also approved new forms of award agreements for stock appreciation rights, performance shares, restricted stock units, and cash-settled restricted stock units for use under the plan. At the meeting, stockholders elected nine directors to one-year terms, ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026, and approved, on an advisory basis, the 2025 compensation of the named executive officers. Stockholders did not approve the advisory proposal concerning separate Chairman and Chief Executive Officer roles, which received 36,717,802 votes for and 111,154,252 votes against.
The record date share count was 167,866,339 shares of common stock. The 2026 Plan's material terms are described in the company's definitive proxy statement filed February 27, 2026. The full plan and the forms of award agreements are filed as Exhibits 10.1 through 10.5 to this Form 8-K.
02—Key points
Key Highlights
- Stockholders approved the 2026 Incentive and Stock Award Plan, which took effect immediately and replaces the 2017 Plan, with remaining 2017 Plan shares assumed by the 2026 Plan.
- The 2026 Plan proposal received 96,987,612 votes for, 51,006,455 against, 233,909 abstentions, and 6,990,049 broker non-votes.
- The 2026 Plan authorizes stock options, stock appreciation rights, restricted stock awards, restricted stock units, and stock awards, with performance-based vesting tied to Committee-selected metrics such as revenue, adjusted EBITDA, EPS, and relative total stockholder return.
- Stockholders approved the advisory say-on-pay proposal on 2025 named executive officer compensation with 118,398,355 votes for and 29,398,856 against.
- Nine directors were elected to one-year terms, and PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for 2026 with 140,865,227 votes for and 14,140,721 against.
- A stockholder proposal calling for separate Chairman and Chief Executive Officer roles failed, receiving 36,717,802 votes for and 111,154,252 votes against.
- The Committee approved new standard forms of award agreements for stock appreciation rights, performance shares, restricted stock units, and cash-settled restricted stock units under the 2026 Plan.
03—Questions
Frequently Asked Questions
What did stockholders approve at the April 23, 2026 Annual Meeting?
Stockholders approved the 2026 Incentive and Stock Award Plan, elected nine directors to one-year terms, ratified PricewaterhouseCoopers LLP as the independent auditor for 2026, and cast advisory votes on 2025 executive compensation and a stockholder proposal on separating the Chairman and CEO roles.
How does the 2026 Plan change the company's equity compensation program?
The 2026 Plan replaces the 2017 Plan and assumes any shares remaining under the 2017 Plan as of its effective date. It broadens the award types available and allows the Committee to grant awards at any time, with vesting based on continued service over a period that may vary by award or, for performance-based restricted stock, on achievement of Committee-selected metrics.
What performance metrics could be used to vest performance-based awards?
The Committee may choose one or more metrics, including revenue, adjusted EBITDA, earnings per share, adjusted diluted earnings per share, cash flow, free cash flow as a percentage of adjusted net income, relative total stockholder return, or any other measure the Committee deems appropriate. Payouts fall within a range set by the Committee and depend on achievement of the applicable goals.
How did stockholders vote on the say-on-pay and the Chairman/CEO separation proposals?
Stockholders approved the advisory say-on-pay proposal with 118,398,355 votes for and 29,398,856 against. The advisory stockholder proposal calling for separate Chairman and CEO roles did not pass, with 36,717,802 votes for and 111,154,252 votes against.
Where can investors find the full terms of the 2026 Plan and the new award agreements?
The material terms are described in the Proposal No. 4 section of the definitive proxy statement filed on Schedule 14A on February 27, 2026. The full 2026 Plan and the forms of stock appreciation rights, performance shares, restricted stock units, and cash-settled restricted stock units agreements are filed as Exhibits 10.1 through 10.5 to this Form 8-K.
04—Continue