Accenture (NYSE: ACN) holders back share plan, board and audit votes

Rhea-AI Filing Summary

Accenture plc reported results from its 2026 annual general meeting. Shareholders approved an amended and restated 2010 Share Incentive Plan that authorizes an additional 7 million shares for issuance and extends the plan’s term until December 12, 2035.

Shareholders elected all nominated directors, approved on an advisory basis the compensation of named executive officers, and approved the amended share incentive plan. They also ratified KPMG LLP as independent auditor, authorized the Board to issue shares and opt out of pre-emption rights under Irish law, and set the price range for re-allotting treasury shares.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001467373false00014673732026-01-282026-01-28

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 28, 2026

Accenture plc

(Exact name of Registrant as specified in its charter)

Ireland

001-34448

98-0627530

(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 class			Trading Symbol(s)			Name of each exchange on which registered
Class A ordinary shares, par value $0.0000225 per share			ACN			New 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 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						—

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.			Description
10.1			Amended and Restated Accenture plc 2010 Share Incentive Plan
104			The 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 28, 2026			ACCENTURE PLC
			By:			/s/ Joel Unruch
			Name:			Joel Unruch
			Title:			General Counsel & Corporate Secretary

FAQ

What did Accenture (ACN) shareholders approve at the 2026 annual meeting?

Accenture (ACN) shareholders approved all proposals at the 2026 annual meeting, including director elections, executive compensation, the amended 2010 Share Incentive Plan, auditor ratification, and Irish-law authorities to issue shares, opt out of pre-emption rights, and set the price range for re-allotting treasury shares.

How many additional shares are authorized under Accenture’s Amended 2010 Share Incentive Plan?

The Amended 2010 Share Incentive Plan authorizes an additional 7 million shares for issuance. This expands the pool available for equity-based awards to employees and other participants, supporting Accenture’s long-term incentive and retention programs as approved by shareholders at the 2026 annual general meeting.

Until what date is Accenture’s Amended 2010 Share Incentive Plan effective?

The Amended 2010 Share Incentive Plan is effective until December 12, 2035. Extending the term allows Accenture to continue granting equity awards under this framework for nearly a decade, following shareholder approval at the 2026 annual general meeting of shareholders.

Did Accenture (ACN) shareholders approve executive compensation in 2026?

Yes, shareholders approved, in a non-binding vote, the compensation of Accenture’s named executive officers. The proposal received 400,199,445 votes for and 55,968,491 votes against, with additional abstentions and broker non-votes, indicating overall shareholder support for the company’s executive pay program.

Were Accenture’s director nominees elected at the 2026 annual meeting?

All listed director nominees, including Julie Sweet and other board members, were elected with strong majorities. Each candidate received significantly more votes “for” than “against,” with percentages typically above 89%, confirming broad shareholder backing for the company’s board composition.

Which auditor did Accenture (ACN) shareholders ratify at the 2026 meeting?

Shareholders ratified KPMG LLP as Accenture’s independent auditor and authorized the Audit Committee to determine KPMG’s remuneration. The proposal received 460,457,192 votes for and 43,750,869 votes against, with additional abstentions, confirming continued engagement of KPMG for audit services.

What Irish-law share authorities did Accenture shareholders grant in 2026?

Shareholders granted the Board authority to issue shares and to opt out of pre-emption rights under Irish law, and approved determining the price range for re-allotting treasury shares. These measures received high support, with vote “for” totals exceeding 476 million shares on the key share authorities.