IQVIA holders back 2026 incentive plan, board

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Form Type

8-K

Rhea-AI Filing Summary

IQVIA Holdings Inc. held its 2026 Annual Meeting of Stockholders, where shareholders approved the new 2026 Incentive and Stock Award Plan, which replaces the 2017 plan and supports a wide range of equity awards tied to performance measures such as revenue, adjusted EBITDA and relative total stockholder return.

As of the February 23, 2026 record date, 167,866,339 common shares were outstanding and entitled to vote. All nominated directors were elected. The advisory vote on 2025 executive compensation passed with 118,398,355 votes for and 29,398,856 against. Shareholders approved the 2026 Plan with 96,987,612 votes for and 51,006,455 against, and ratified PricewaterhouseCoopers LLP as auditor with 140,865,227 votes for. A stockholder proposal to separate the Chairman and CEO roles did not pass, receiving 36,717,802 votes for and 111,154,252 against.

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, or exhibit attachments filed with this report.

Key Figures

Shares outstanding on record date: 167,866,339 shares Say-on-pay votes for: 118,398,355 votes Say-on-pay votes against: 29,398,856 votes +5 more

8 metrics

Shares outstanding on record date 167,866,339 shares Common stock outstanding as of February 23, 2026

Say-on-pay votes for 118,398,355 votes Advisory approval of 2025 executive compensation

Say-on-pay votes against 29,398,856 votes Advisory approval of 2025 executive compensation

2026 Plan approval votes for 96,987,612 votes Stockholder approval of 2026 Incentive and Stock Award Plan

2026 Plan approval votes against 51,006,455 votes Stockholder approval of 2026 Incentive and Stock Award Plan

Auditor ratification votes for 140,865,227 votes Ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026

Separate Chair/CEO proposal votes for 36,717,802 votes Advisory stockholder proposal on separate Chairman and CEO roles

Separate Chair/CEO proposal votes against 111,154,252 votes Advisory stockholder proposal on separate Chairman and CEO roles

Key Terms

2026 Incentive and Stock Award Plan, restricted stock units, stock appreciation rights, relative total stockholder return, +1 more

5 terms

2026 Incentive and Stock Award Plan financial

"At the Annual Meeting, the Company’s stockholders approved the 2026 Incentive and Stock Award Plan"

restricted stock units financial

"restricted stock awards, restricted stock units, and stock awards"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

stock appreciation rights financial

"stock appreciation rights, restricted stock awards, restricted stock units"

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

relative total stockholder return financial

"may include revenue, adjusted EBITDA... relative total stockholder return and / or any other measure"

broker non-votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did IQVIA (IQV) shareholders approve at the 2026 annual meeting?

Shareholders approved the 2026 Incentive and Stock Award Plan, re-elected all director nominees, ratified PricewaterhouseCoopers LLP as auditor, and passed an advisory vote on 2025 executive pay. A proposal to separate the Chairman and CEO roles did not receive sufficient support.

How many IQVIA (IQV) shares were eligible to vote at the 2026 meeting?

A total of 167,866,339 shares of IQVIA common stock were outstanding and entitled to vote as of February 23, 2026, the record date. This figure determined which shareholders could participate in the 2026 Annual Meeting and vote on all proposals presented.

What were the results of IQVIA’s 2025 say-on-pay vote?

The advisory vote on IQVIA’s 2025 executive compensation received 118,398,355 votes for, 29,398,856 against, and 430,765 abstentions, with 6,990,049 broker non-votes. This indicates shareholders supported the company’s named executive officer compensation program for 2025.

How did IQVIA (IQV) shareholders vote on the 2026 Incentive and Stock Award Plan?

The 2026 Incentive and Stock Award Plan was approved with 96,987,612 votes for, 51,006,455 against, and 233,909 abstentions, plus 6,990,049 broker non-votes. The plan replaces the 2017 plan and supports various equity-based awards and performance-based metrics.

Did IQVIA shareholders support separating the Chairman and CEO roles?

Shareholders did not approve the advisory proposal to separate IQVIA’s Chairman and CEO roles. The proposal received 36,717,802 votes for, 111,154,252 against, and 355,920 abstentions, with 6,990,051 broker non-votes, indicating strong support for the existing leadership structure.

Which performance metrics can IQVIA use under the 2026 Incentive and Stock Award Plan?

Under the 2026 plan, performance-based awards may be tied to metrics such as 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 other measures chosen by the committee.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/23/2026 - 04:20 PM EDT

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): April 23, 2026

IQVIA HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35907

27-1341991

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2400 Ellis Road

Durham, North Carolina 27703

(Address of principal executive offices)

Registrant’s telephone number, including area code: (919) 998-2000

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:

☐	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

Name of Each Exchange

on which Registered

Common Stock, par value $0.01 per share

“IQV”

New York Stock Exchange LLC

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 April 23, 2026, IQVIA Holdings Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the 2026 Incentive and Stock Award Plan (the “2026 Plan”).

The material terms of the 2026 Plan are described in “Proposal No. 4 – Approval of IQVIA Holdings Inc. 2026 Incentive and Stock Award Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 27, 2026.

The 2026 Plan became effective immediately upon approval by the Company’s stockholders. The 2026 Plan replaces the IQVIA Holdings Inc. 2017 Incentive and Stock Award Plan (the “2017 Plan”) and assumes any shares remaining under the 2017 Plan as of the effective date of the 2026 Plan.

The 2026 Plan authorizes a range of performance- and time-based equity-based awards, including stock options (both incentive and non-qualified stock options), stock appreciation rights, restricted stock awards, restricted stock units, and stock awards. Performance-based restricted stock under the 2026 Plan will vest, if at all, based on the Company’s results for the performance metrics chosen by the Leadership Development and Compensation Committee (the “Committee”) of the Company’s Board of Directors during the designated performance period, as determined by the Committee from time to time. Share payouts for an award will fall within the range set forth by the Committee and will be determined based on achievement of applicable goals established for the performance metrics. The Committee may choose one or more metrics to measure performance and such metrics 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, relative total stockholder return and / or any other measure or metric the Committee deems appropriate. Furthermore, awards under the 2026 Plan may be granted at any time by the Committee and may be based on the continued employment or service of the participant with the Company over a specified period of time, which may vary from award to award.

In connection with the adoption of the 2026 Plan, the Committee approved a new form of (i) stock appreciation rights agreement, (ii) performance shares agreement, (iii) restricted stock units agreement, and (iv) cash-settled restricted stock units agreement for use with the 2026 Plan and setting forth the standard terms and conditions that apply to grants of awards pursuant to the 2026 Plan, although awards may be granted under the 2026 Plan that deviate from these standard terms and conditions.

The foregoing descriptions of the 2026 Plan and the forms of award agreements thereunder are qualified in their entirety by reference to the text of the 2026 Plan and the forms of award agreements, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

As of February 23, 2026, the record date for the Annual Meeting, there were 167,866,339 shares of the Company’s common stock outstanding and entitled to vote on all matters. At the meeting, stockholders voted on the following proposals:

Proposal No. 1 – The following nominees were elected by majority vote to serve on the Company’s board of directors for one-year terms based upon the following votes:


	For	Against	Abstain	Broker Non-Votes
Ari Bousbib	138,448,357	8,565,570	1,214,049	6,990,049
Carol J. Burt	135,795,078	12,212,098	220,801	6,990,048
John G. Danhakl	142,605,129	5,318,909	303,939	6,990,048
James A. Fasano	141,704,011	6,303,043	220,922	6,990,049
Colleen A. Goggins	139,720,846	8,288,024	219,107	6,990,048
William G. Kaelin Jr., M.D.	147,942,854	64,869	220,254	6,990,048
John. M. Leonard, M.D.	143,748,610	4,258,365	221,001	6,990,049
Leslie Wims Morris	147,058,789	867,756	301,430	6,990,050
Sheila A. Stamps	147,357,181	650,699	220,095	6,990,050

Proposal No. 2 – An advisory (non-binding) vote to approve the 2025 compensation of the Company’s named executive officers received the following votes:


For	Against	Abstain	Broker Non-Votes
118,398,355	29,398,856	430,765	6,990,049

Proposal No. 3 – The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, was ratified based upon the following votes:


For	Against	Abstain	Broker Non-Votes
140,865,227	14,140,721	212,076	—

Proposal No. 4 – The Company’s proposal to approve the adoption of the 2026 Plan was approved by stockholders based upon the following votes:


For	Against	Abstain	Broker Non-Votes
96,987,612	51,006,455	233,909	6,990,049

Proposal No. 5 – An advisory (non-binding) stockholder proposal concerning separate Chairman and Chief Executive Officer roles received the following votes:


For	Against	Abstain	Broker Non-Votes
36,717,802	111,154,252	355,920	6,990,051

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		IQVIA Holdings Inc. 2026 Incentive and Stock Award Plan.

10.2		Form of Award Agreement Awarding Stock Appreciation Rights under the IQVIA Holdings Inc. 2026 Incentive and Stock Award Plan effective April 2026.

10.3		Form of Award Agreement Awarding Performance Shares under the IQVIA Holdings Inc. 2026 Incentive and Stock Award Plan effective April 2026.

10.4		Form of Award Agreement Awarding Restricted Stock Units under the IQVIA Holdings Inc. 2026 Incentive and Stock Award Plan effective April 2026.




10.5		Form of Award Agreement Awarding Cash-Settled Restricted Stock Units under the IQVIA Holdings Inc. 2026 Incentive and Stock Award Plan effective April 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

Date: April 23, 2026


IQVIA HOLDINGS INC.

By:		/s/ Eric M. Sherbet
		Eric M. Sherbet
		Executive Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents