Accenture plc

01/28/2026 | Press release | Distributed by Public on 01/28/2026 15:22

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 28, 2026, Accenture plc ("Accenture") held its 2026 annual general meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, Accenture's shareholders approved an amendment and restatement of the Amended and Restated Accenture plc 2010 Share Incentive Plan (as amended and restated, the "Amended SIP"), which had previously been approved by the Board of Directors of Accenture (the "Board"), subject to shareholder approval.
The Amended SIP is substantially the same as the prior Amended and Restated Accenture plc 2010 Share Incentive Plan, except that it has been amended to, among other things, (1) authorize an additional 7 million shares for issuance and (2) extend the term of the plan until December 12, 2035.
The material terms of the Amended SIP are described in Accenture's definite proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on December 12, 2025 (the "Proxy Statement"), and the description of the plan included in the Proxy Statement under the section entitled "Proposal 3: Approval of Amended and Restated Accenture plc 2010 Share Incentive Plan" is incorporated herein by reference. The description of the Amended SIP is qualified in its entirety by reference to the full text of the Amended SIP, a copy of which is filed as Exhibit 10.1 hereto.
Item 5.07 Submission of Matters to a Vote of Security Holders
On January 28, 2026, Accenture held its 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 (proposal numbers correspond to the proposal numbers used in the Proxy Statement):
Proposals For Against Abstained Broker
Non-Votes
1.
To appoint the following directors:
Martin Brudermüller
457,078,682 99.68 % 1,485,942 0.32 % 779,718 45,621,294
Alan Jope
452,499,353 98.69 % 6,003,912 1.31 % 841,077 45,621,294
Nancy McKinstry
418,613,377 91.28 % 39,968,281 8.72 % 762,684 45,621,294
Jennifer Nason
455,764,738 99.39 % 2,810,654 0.61 % 768,950 45,621,294
Paula A. Price
444,870,995 97.01 % 13,712,447 2.99 % 760,900 45,621,294
Venkata (Murthy) Renduchintala
427,226,784 93.35 % 30,411,642 6.65 % 1,705,916 45,621,294
Arun Sarin
411,051,436 89.68 % 47,310,511 10.32 % 982,395 45,621,294
Julie Sweet
436,938,720 95.70 % 19,654,511 4.30 % 2,751,111 45,621,294
Tracey T. Travis
454,040,541 99.01 % 4,530,157 0.99 % 773,644 45,621,294
Masahiko Uotani 457,090,277 99.68 % 1,483,777 0.32 % 770,288 45,621,294
2.
To approve, in a non-binding vote, the compensation of Accenture's named executive officers
400,199,445 87.73 % 55,968,491 12.27 % 3,176,406 45,621,294
3.
To approve the Amended and Restated Accenture plc 2010 Share Incentive Plan to increase the number of shares available for issuance and make other amendments
440,871,284 96.27 % 17,068,980 3.73 % 1,404,078 45,621,294
4.
To ratify, in a non-binding vote, the appointment of KPMG LLP ("KPMG") as Accenture's independent auditor and to authorize, in a binding vote, the Audit Committee of the Board to determine KPMG's remuneration
460,457,192 91.32 % 43,750,869 8.68 % 757,575 -
5.
To grant the Board the authority to issue shares under Irish law
497,072,673 98.58 % 7,161,506 1.42 % 731,457 -
6.
To grant the Board the authority to opt-out of pre-emption rights under Irish law
476,907,934 94.61 % 27,156,073 5.39 % 901,629 -
7.
To determine the price range at which Accenture can re-allot shares that it acquires as treasury shares under Irish law
500,380,458 99.26 % 3,741,047 0.74 % 844,131 -
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