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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2024

AccentureLogo.jpg
Accenture plc
(Exact name of Registrant as specified in its charter)
Ireland001-3444898-0627530
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
1 Grand Canal Square
Grand Canal Harbour
Dublin 2, Ireland
(Address of principal executive offices)
Registrant’s telephone number, including area code: (353) (1) 646-2000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A ordinary shares, par value $0.0000225 per shareACNNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 31, 2024, Accenture plc (“Accenture”) held its 2024 annual general meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, Accenture’s shareholders approved amendments and restatements of the Amended and Restated Accenture plc 2010 Share Incentive Plan (as amended and restated, the “Amended 2010 SIP”) and of the Amended and Restated Accenture plc 2010 Employee Share Purchase Plan (as amended and restated, the “Amended 2010 ESPP”), 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 prior Amended and Restated Accenture plc 2010 Share Incentive Plan, except that it has been amended to, among other things, (1) authorize an additional 14 million shares for issuance, (2) add an explicit prohibition on reload option grants and (3) update the recoupment provisions to reflect that Accenture’s Mandatory Clawback Policy and Accenture’s Senior Leadership Clawback Policy apply to all awards granted under the plan.
The Amended 2010 ESPP is substantially the same as the prior Amended and Restated Accenture plc 2010 Employee Share Purchase Plan, except that it has been amended to, among other things, (1) authorize an additional 45 million shares for issuance and (2) extend the term of the plan until December 13, 2033.
The material terms of the Amended 2010 SIP and the Amended 2010 ESPP are described in Accenture’s definite proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on December 13, 2023 (the “Proxy Statement”), and the descriptions of the plans included in the Proxy Statement under the sections entitled “Proposal 3: Approval of Amended and Restated Accenture plc 2010 Share Incentive Plan” and “Proposal 4: Approval of Amended and Restated Accenture plc 2010 Employee Share Purchase Plan” are incorporated herein by reference. The descriptions of the Amended 2010 SIP and the Amended 2010 ESPP are qualified in their entirety by reference to the full text of the (1) Amended 2010 SIP, a copy of which is filed as Exhibit 10.1 hereto, and (2) Amended 2010 ESPP, a copy of which is filed as Exhibit 10.2 hereto.

Item 5.07 Submission of Matters to a Vote of Security Holders
On January 31, 2024, 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):


ProposalsForAgainstAbstainedBroker
Non-Votes
1.
To appoint the following directors:
Jaime Ardila
462,941,319 99.17 %3,882,272 0.83 %577,595 52,703,053 
Martin Brudermüller
460,850,913 98.74 %5,892,448 1.26 %657,825 52,703,053 
Alan Jope
465,913,182 99.82 %857,634 0.18 %630,370 52,703,053 
Nancy McKinstry
364,814,022 78.25 %101,400,226 21.75 %1,186,938 52,703,053 
Beth E. Mooney
460,801,656 98.73 %5,932,943 1.27 %666,587 52,703,053 
Gilles C. Pélisson
452,798,698 97.00 %13,998,716 3.00 %603,772 52,703,053 
Paula A. Price
444,974,372 95.33 %21,796,136 4.67 %630,678 52,703,053 
Venkata (Murthy) Renduchintala
465,952,479 99.83 %805,944 0.17 %642,763 52,703,053 
Arun Sarin
458,491,469 98.23 %8,246,242 1.77 %663,475 52,703,053 
Julie Sweet
436,676,407 93.82 %28,775,746 6.18 %1,949,033 52,703,053 
Tracey T. Travis
428,424,979 91.79 %38,323,815 8.21 %652,392 52,703,053 
2.
To approve, in a non-binding vote, the compensation of Accenture’s named executive officers
422,985,753 90.89 %42,383,248 9.11 %2,032,185 52,703,053 
3.
To approve the Amended and Restated Accenture plc 2010 Share Incentive Plan to increase the number of shares available for issuance thereunder
446,707,655 95.73 %19,916,553 4.27 %776,978 52,703,053 
4.To approve the Amended and Restated Accenture plc 2010 Employee Share Purchase Plan to increase the number of shares available for issuance and make other amendments461,814,824 98.93 %5,013,647 1.07 %572,715 52,703,053 
5.
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
489,074,597 94.22 %29,980,526 5.78 %1,049,116 — 
6.
To grant the Board the authority to issue shares under Irish law
506,107,925 97.42 %13,407,147 2.58 %589,167 — 
7.
To grant the Board the authority to opt-out of pre-emption rights under Irish law
485,013,989 93.40 %34,253,262 6.60 %836,988 — 
8.
To determine the price range at which Accenture can re-allot shares that it acquires as treasury shares under Irish law
515,387,429 99.42 %3,023,976 0.58 %1,692,834 — 


Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No.Description
10.1
10.2
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL



Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: January 31, 2024
ACCENTURE PLC
By:/s/ Joel Unruch
Name:  Joel Unruch
Title:General Counsel & Corporate Secretary