Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers OnJanuary 26, 2022 ,Accenture plc ("Accenture") held its 2022 annual general meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, Accenture's shareholders approved an amendment to theAmended and Restated Accenture plc 2010 Share Incentive Plan (as amended, the "Amended 2010 SIP"), which had previously been approved by the Board of Directors of Accenture (the "Board"), subject to shareholder approval. The Amended 2010 SIP is substantially the same as the priorAmended and Restated Accenture plc 2010 Share Incentive Plan, except that it has been amended to authorize an additional 13 million shares to satisfy awards under the plan. The material terms of the Amended 2010 SIP are described in Accenture's definitive proxy statement for the Annual Meeting filed with theSecurities and Exchange Commission onDecember 9, 2021 (the "Proxy Statement"), and the description of the plan included in the Proxy Statement is incorporated herein by reference as Exhibit 99.1. The description of the Amended 2010 SIP is qualified in its entirety by reference to the full text of the Amended 2010 SIP, a copy of which is filed as Exhibit 10.1 hereto. Item 5.07 Submission of Matters to a Vote of Security Holders OnJanuary 26, 2022 , 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: --------------------------------------------------------------------------------
Broker Proposals For Against Abstained Non-Votes 1. To appoint the following directors: Jaime Ardila 437,507,630 95.25 % 21,829,668 4.75 % 328,603
64,981,084
Nancy McKinstry 393,853,283 85.79 % 65,226,745 14.21 % 585,873
64,981,084
Beth E. Mooney 458,622,675 99.83 % 765,121 0.17 % 278,105
64,981,084
Gilles C. Pélisson 454,115,978 98.87 % 5,168,207 1.13 % 381,716
64,981,084
Paula A. Price 449,098,237 97.76 % 10,292,708 2.24 % 274,956
64,981,084
Venkata (Murthy) Renduchintala 458,933,729 99.93 % 339,814 0.07 % 392,358 64,981,084 Arun Sarin 390,636,526 85.72 % 65,098,241 14.28 % 3,931,134 64,981,084 Julie Sweet 435,170,585 95.19 % 21,999,569 4.81 % 2,495,747 64,981,084 Frank K. Tang 459,102,455 99.95 % 234,913 0.05 % 328,533
64,981,084
Tracey T. Travis 444,337,838 96.79 % 14,717,743 3.21 % 610,320
64,981,084
To approve, in a non-binding 2. vote, the compensation of 422,342,789 91.98 % 36,825,728 8.02 % 497,384 64,981,084 Accenture's named executive officers To approve an amendment to the Amended and Restated Accenture 3. plc 2010 Share Incentive Plan to 434,871,539 94.74 % 24,165,948 5.26 % 628,414 64,981,084 increase the number of shares available for issuance thereunder To ratify, in a non-binding vote, the appointment ofKPMG LLP ("KPMG") as Accenture's 4. independent auditors and to 511,318,285 97.71 % 11,992,972 2.29 % 1,335,728 - authorize, in a binding vote, the Audit Committee of the Board to determineKPMG's remuneration 5. To grant the Board the authority 510,323,969 97.80 % 11,480,505 2.20 % 2,842,511 - to issue shares under Irish law To grant the Board the authority 6. to opt-out of pre-emption rights 516,055,517 98.92 % 5,654,769 1.08 % 2,936,699 - under Irish law To determine the price range at 7. which Accenture can re-allot 523,032,787 99.80 % 1,068,474 0.20 % 545,724 - shares that it acquires as treasury shares under Irish law
-------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Amended and Restated Accenture plc 2010 Share Incentive Plan 99.1 The section entitled " Proposal 3: Approval of amend ment to Amended and Restated Accenture plc 2010 Share Incentive Plan " included in the Proxy Statement is incorporated herein by reference 104 The cover page from this Current Report on Form 8-K,
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