DEF 14A

DEF 14A 1 d74867ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Accenture plc

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accenture
2021 Proxy Statement
& Notice of Annual Meeting
January 26, 2022 | Dublin, Ireland

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Summary of contents
i Proxy summary
01 Corporate governance
18 Proposal 1: Appointment of directors
32 Proposal 2: Non-binding vote to approve executive compensation
61 Proposal 3: Approval of amendment to Amended and Restated Accenture plc 2010 Share Incentive Plan
70 Proposal 4: Ratify the appointment and approve remuneration of auditors
72 Proposals 5 – 7: Annual Irish law proposals
76 Questions and answers
81 Additional information A-1 Annex A: Amended and Restated Accenture Plc 2010 Share Incentive Plan

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Dear fellow shareholder:
Accenture plc’s 2022 annual general meeting of shareholders will be held at 3:00 pm local time on Wednesday, January 26, 2022 at The Dock, located at 7 Hanover Quay, Grand Canal Dock, Dublin 2, Ireland. In light of the ongoing COVID-19 pandemic, shareholders are strongly encouraged to vote their shares by proxy in advance of the annual general meeting.
The attached notice of the 2022 annual general meeting of shareholders and proxy statement provide important information about the meeting and will serve as your guide to the business to be conducted at the meeting. Your vote is very important to us. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy. The Board of Directors recommends that you vote “FOR” each of the proposals as listed on the attached notice.
You may submit your proxy either over the telephone or the Internet. In addition, if you have requested or received a paper copy of the proxy materials, you can vote by marking, signing, dating and returning the proxy card or voter instruction form sent to you in the envelope accompanying the proxy materials.
Accenture is monitoring COVID-19 developments and other circumstances, as well as guidance issued by relevant health organizations. Should we determine that alternative arrangements may be advisable or required, such as changing the date, time, location or format of the meeting, we will announce our decision by press release and post additional information on the Investor Relations section of our website (https://investor.accenture.com).
Thank you for your continued support.
Sincerely,
Julie Sweet
Chair and Chief Executive Officer
December 9, 2021


Accenture 2021 Proxy Statement

Notice of annual general meeting of shareholders


Date Wednesday, January 26, 2022 Time 3:00 pm local time Place The Dock, 7 Hanover Quay Grand Canal Dock, Dublin 2, Ireland Record Date November 29, 2021 Availability of Materials The proxy statement, our Annual Report for the fiscal year ended August 31, 2021 and our Irish financial statements are available at www.proxyvote.com						Items of Business 1. By separate resolutions appoint the 10 director nominees described in the proxy statement 2. Approve, in a non-binding vote, the compensation of our named executive officers 3. Approve an amendment to the Amended and Restated Accenture plc 2010 Share Incentive Plan to increase the number of shares available for issuance thereunder 4. Ratify, in a non-binding vote, the appointment of KPMG LLP (“KPMG”) as independent auditors of Accenture plc (the “Company”) and authorize, in a binding vote, the Audit Committee of the Board of Directors (the “Board”) to determine KPMG’s remuneration Annual Irish Law Proposals: 5. Grant the Board the authority to issue shares under Irish law 6. Grant the Board the authority to opt-out of pre-emption rights under Irish law 7. Determine the price range at which the Company can re-allot shares that it acquires as treasury shares under Irish law The Board recommends that you vote “FOR” each director nominee included in Proposal 1 and “FOR” each of the other proposals. The full text of these proposals is set forth in the accompanying proxy statement. Registered shareholders of the Company at the close of business on the record date are eligible to vote at the meeting. During the meeting, management will also present, and the auditors will report to shareholders on, our Irish financial statements for the fiscal year ended August 31, 2021. We recommend that you review the further information on the process for, and deadlines applicable to, voting, attending the meeting and appointing a proxy under “Questions and answers about the Annual Meeting” on page 76 of the proxy statement. By order of the Board of Directors, Joel Unruch General Counsel and Corporate Secretary December 9, 2021
Your vote is important To make sure your shares are represented, please cast your vote as soon as possible in one of the following ways:
Internet Online at www.proxyvote.com
Telephone Call 1 (800) 690-6903
Mail Mark, sign and date your proxy card or voting instruction form and return it in the postage-paid envelope
QR Code Scan this QR code. Additional software may be required for scanning

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Depending on concerns about and developments relating to the COVID-19 pandemic, we may need to change the date, time, location and/or format of the meeting, subject to Irish law requirements and U.S. securities law requirements and guidance. The Company will publicly announce any such changes and how to participate in the meeting by press release and post additional information on the Investor Relations section of our website (https://investor.accenture.com). Any suchdeterminations and changes will be made and communicated in accordance with, and subject to, Irish law and U.S. securities law requirements and guidance. The Company will be obliged to comply with any legal restrictions that are imposed as aconsequence of COVID-19 and that affect the meeting. Furthermore, we may impose additional procedures or limitations on meeting attendance based on applicable governmental requirements or recommendations or facility requirements. Suchadditional procedures or limitations may include, but are not limited to, thorough screenings of attendees (including temperature checks), limits on the number of attendees to promote social distancing and requiring the use of face masks.

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Proxy summary

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i This proxy summary highlights information contained elsewhere in this proxy statement, which is first being sent or made available to shareholders on or about December 9, 2021. This summary does not contain all of the information you should consider, so please read the entire proxy statement carefully before voting.
Items of Business
The following table summarizes the proposals to be voted upon at the 2022 Annual General Meeting of Shareholders to be held on January 26, 2022 (the “Annual Meeting”) and the Board’s voting recommendations with respect to each proposal.
Proposals Voting Standard Board Recommendation Page Reference
1. Appointment of Directors Majority of Votes Cast FOR each nominee 18
2. Advisory Vote to Approve Executive Compensation Majority of Votes Cast FOR 32
3. Amend the Amended and Restated Accenture plc 2010 Share Incentive Plan Majority of Votes Cast FOR 61
4. Ratify the Appointment and Approve Remuneration of Auditors Majority of Votes Cast FOR 70
5. Grant Board Authority to Issue Shares Majority of Votes Cast FOR 72
6. Grant Board Authority to Opt-Out of Pre-emption Rights 75% of Votes Cast FOR 73
7. Determine Price Range for the Re-Allotment of Treasury Shares 75% of Votes Cast FOR 75

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ii
Our Company
Accenture (the “Company”) is a leading global professional services company that helps clients build their digital core, transform their operations, and accelerate revenue growth—creating tangible value across their enterprises at speed and scale. We are uniquely able to create these outcomes because of our broad range of services in strategy and consulting, interactive, technology and operations, with digital capabilities across all of these services. We combine unmatched industry experience and specialized capabilities, together with our culture of innovation and shared success to serve clients in more than 120 countries.

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Our Strategy
The core of our growth strategy is delivering 360° value to our clients, our people, our shareholders, our partners and communities. Our strategy defines the areas in which we will drive growth, build differentiation via 360° value and enable our business to create that value every day.
Technology is the single biggest driver of change in companies today. We help our clients use technology to build their digital core to drive enterprise-wide transformation-such as moving them to the cloud, leveraging data and artificial intelligence, and embedding security and sustainability across the enterprise; by transforming their operations-such as through our Operations services and Industry X; and by accelerating their revenue growth-such as through creating new and meaningful experiences through Interactive.
We leverage our scale and global footprint, innovation capabilities, and strong ecosystem partnerships, together with our assets and platforms including MyWizard, MyNav and SynOps, to consistently deliver tangible value for our clients.
We believe our clients need our focus on 360° value, which we define as delivering the financial business case and unique value a client may be seeking, and striving to partner with our clients through our Sustainability Value Promise to achieve greater progress on inclusion and diversity, reskill and upskill our clients’ employees, help our clients achieve their sustainability goals, and create meaningful experiences, both with Accenture and for the customers and employees of our clients.
Key enablers of our growth strategy include:
Our People
As a talent- and innovation-led organization, across our entire business our people have highly specialized skills that drive our differentiation and competitiveness. We care deeply for our people, and are committed to a culture of shared success, to investing in our people to provide them with boundaryless opportunities to learn and grow in their careers through their work experience and continued development, training and reskilling, and to helping them achieve their aspirations both professionally and personally. We have an unwavering commitment to inclusion and diversity;
Our Commitment
We are a purpose-driven company, committed to delivering on the promise of technology and human ingenuity by continuously innovating and developing leading-edge ideas and leveraging emerging technologies in anticipation of our clients’ needs. Our culture is underpinned by our core values and Code of Business Ethics, which are key drivers of the trust our clients and Partners place in us; and
Our Foundation
Our growth model, which leverages our global sales and client experience, enables us to be close to our clients, people and partners to scale efficiently. Our enduring shareholder value creation model also is a key element of the foundation that enables us to execute on our growth strategy through the financial value it creates.
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Financial Highlights*
We delivered record performance in fiscal 2021, with significant market share gains and strong profitability, driving superior shareholder value.
Revenues
$50.5B An increase of 14 percent in U.S. dollars and 11 percent in local currency from fiscal 2020, including revenues of $23.7 billion from North America, $16.7 billion from Europe and $10.1 billion from Growth Markets
New Bookings
$59.3B Record bookings, an increase of 20 percent in U.S. dollars from fiscal 2020
Diluted Earnings Per Share
$9.16 An increase of 16 percent from $7.89 in fiscal 2020, including $0.36 and $0.43, respectively, in gains on an investment; excluding these gains, adjusted EPS increased 18% to $8.80 in fiscal 2021 from $7.46 in fiscal 2020
Operating Margin
15.1% An expansion of 40 basis points from fiscal 2020
Free Cash Flow
$8.4B Record free cash flow, defined as operating cash flow of $9.0 billion net of property and equipment additions of $580 million, with a free cash flow to (adjusted) net income ratio of 1.5
Cash Returned to Shareholders
$5.9B Defined as cash dividends of $2.24 billion and share repurchases of $3.70 billion. In fiscal 2021, we paid dividends of $3.52 per share, a 10 percent increase over the prior year
*See “Reconciliation of GAAP Measures to Non-GAAP Measures” on page 82.
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Driving Shareholder Value Through Sustained Financial Performance*
For the three-year period from the end of fiscal 2018 through fiscal 2021, our performance demonstrates our focus on delivering shareholder value. Broad-Based Revenue Growth 7.2% CAGR(1) in U.S. dollars and 7.8% in local currency
Sustained Margin Expansion 70 basis point expansion
Revenues
Operating Margin
(1) “CAGR” means Compound Annual Growth Rate
Strong Earnings Growth
13% CAGR (on a GAAP basis) 9% CAGR (on an adjusted basis)(2)
Significant Cash Returned to Shareholders since Fiscal 2018
10% dividends per share CAGR Earnings Per Share Cash Returned to Shareholders
(2) FY18 adjusted diluted EPS of $6.74 were adjusted to exclude the $0.40 impact of tax law changes. FY21 adjusted diluted EPS of $8.80 were adjusted to exclude the $0.36 impact of gains on an investment.
Total Shareholder Return (3)
(3) The cumulative TSR on our Class A shares for the period August 31, 2018 - August 31, 2021, compared with the
cumulative TSR over the same period of the S&P 500 Stock Index and the S&P 500 Information Technology Index, assuming that on August 31, 2018, $100 was invested in our Class A shares and in each of the two indices, with dividends reinvested on the ex-dividend date without payment of any commissions.
* See “Reconciliation of GAAP Measures to Non-GAAP Measures” on page 82.

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Fiscal 2021 1nvestment Highlights
We continue to invest significantly in our business and our people, including in the following key areas:
Investments in Acquisitions $4.2B
46 strategic acquisitions to scale in high growth areas of the market, acquire critical skills and capabilities, deepen our industry and functional expertise and drive continued innovation
Research and Development $1.1B
Investment in assets, platforms and industry solutions to extend our capabilities in new innovative technologies
Developing Our People
$900M Investment in continuous learning and development. With our digital learning platform, we delivered over 31 million training hours, an increase of 43% compared to fiscal 2020
Patents and Patent Applications
8,200+ Protecting our innovative and differentiated technology solutions through more than 8,200 patents and pending patent applications worldwide
Promoting Our People
120,000+ We celebrated more than 120,000 promotions, including approximately 1,200 promotions to managing director, and added approximately 118,000 people to our global workforce
Strong Leadership
8,500+ Accenture managing directors, with an average of 15 years of Accenture experience, and an executive leadership team with an average of 24 years of Accenture experience vi

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Compensation Highlights
Consistent with our pay-for-performance philosophy, 2021 compensation decisions were aligned with our record financial performance in fiscal 2021, as described further under “Executive Compensation—Compensation Discussion and Analysis—Fiscal 2021 Compensation Decisions.”
Pay-for-Performance (page 36)
The Company’s performance with respect to total shareholder return over a three-year period was at the 86th percentile among the companies in our peer group. The realizable total direct compensation for the chair and chief executive officer role over this same period was at the 27th percentile, which indicates that relative Company performance ranked significantly higher than relative realizable pay, as compared to our peer group.
(1) Three-year realizable total CEO direct compensation includes fiscal 2021 and 2020 compensation for our current chair and chief executive officer and fiscal 2019 compensation for our former executive chairman, who served as interim chief executive officer during fiscal 2019. See page 37 for a definition of realizable total direct compensation. vii

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2021 Chair and CEO Total Compensation Highlights (page 40)
Our compensation program is designed to reward executives for their overall
contribution to Company performance, including the Company’s execution against its business plan and the creation of 360° value for all stakeholders, and to provide executives with incentives to continue to expand their contributions to Accenture. The compensation decisions in recognition of performance during fiscal 2021, including with respect to our chair and chief executive officer, were tied to Company and individual performance. In making its compensation decisions, the Compensation, Culture & People Committee considered many
factors, including the Company’s record performance and significant market share gains during fiscal 2021, the creation of 360° value beyond our financials, Ms. Sweet’s exceptional level of engagement with the Company’s clients globally, and her execution of the Company’s strategic objectives, all while continuing to navigate the COVID-19 pandemic and investing significantly in our business, people and communities. The following reflects the pay decisions for our chair and chief executive officer, Julie Sweet, for fiscal 2021 performance:
Julie Sweet Chair and Chief Executive Officer
Base Compensation $1,500,000 (as of Dec. 1, 2021) (Increased from $1,400,000)
Fiscal 2021 Global Annual Bonus $5,450,000 Target Value of January 2022 Equity Awards
$19,450,000 $14,950,000 under Key Executive Performance Share Program $4,500,000 under Accenture Leadership Performance Equity Award Program
Pay Mix 6% Base Compensation 20% Fiscal 2021 Global Annual Bonus 74% January 2022 Equity Awards
77% of equity awards are granted under the Key Executive Performance Share Program and are subject to Company performance over a 3-year period.viii

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Compensation Practices (page 35) The Compensation, Culture & People Committee oversees the design and administration of the Company’s compensation programs. The Compensation, Culture & People Committee believes that a well-designed, consistently applied compensation program is fundamental to the long-term creation of shared success—our commitment to make a positive difference together with our clients, our people, our shareholders, our partners and our communities. The following table summarizes some highlights of our compensation practices that drive our named executive officer compensation programs: What we do Align our executive pay with performance Set challenging performance objectives Appropriate mix of short- and long-term incentives Align executive compensation with shareholder returns through performance-based vesting of equity incentive awards Use appropriate peer groups when establishing compensation Implement meaningful equity ownership guidelines Include caps on individual payouts in short- and long-term incentive plans Include a clawback policy for our cash and equity incentive awards Include restrictive covenants in award agreements, with a clawback of equity under specified circumstances Mitigate potential dilutive effects of equity awards through our share repurchase programs Hold an annual “say-on-pay” advisory vote Conduct annual compensation risk review and assessment Retain an independent compensation consultant What we don’t do No contracts with multi-year guaranteed salary increases or non-performance bonus arrangements No “golden parachutes,” change in control payments or excise tax gross-ups No change in control “single trigger” equity acceleration provisions No dividends or dividend equivalents paid until vesting No hedging or pledging of Company shares No supplemental executive retirement plan

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Corporate Governance Highlights
Accenture has a history of strong corporate governance. The Company believes good governance is critical to achieving long-term shareholder value. We are committed to governance practices and
policies that serve the long-term interests of the Company and its shareholders. The following table summarizes certain highlights of our corporate governance practices and policies:
Our practices and policies
Annual election of directors
100% independent Board committees
Shareholders holding 10% or more of our outstanding share capital have the right to convene a special meeting
9 of our 10 director nominees are independent Strong independent Lead Director, elected by the independent directors Annual Board, committee and individual director evaluations and self-assessments
Active shareholder engagement
Proxy access right Regular executive sessions, where independent directors meet without management present Robust director selection process resulting in a diverse and international Board in terms of gender, race, ethnicity, experience, perspectives, skills and tenure
Policy on political contributions and lobbying Board takes active role in Board succession planning and is committed to Board refreshment
Active Board oversight of strategy, risk management and environmental, social and governance (“ESG”) matters
New Expanded committee oversight to capture ESG, people and culture Board diversity policy Director overboarding policy
Corporate Governance Enhancements New We continually assess our corporate governance policies and practices. The Board recently approved the following enhancements:
ESG Oversight. Expanded the Nominating & Governance Committee’s role in overseeing the Company’s ESG performance, disclosure, strategies, goals and objectives and monitoring evolving ESG risks and opportunities and renamed the committee the “Nominating, Governance & Sustainability Committee.”
People and Culture Oversight. Expanded the Compensation Committee’s role in overseeing the Company’s strategies and policies related to the Company’s people, including matters such as overall
well-being, pay equity, inclusion and diversity, leadership succession and culture and renamed the committee the “Compensation, Culture & People Committee.” Information Technology Oversight. Expanded the Audit Committee’s role in overseeing the Company’s information technology risk exposures, including cybersecurity, data privacy and data security. Board Diversity Policy. Implemented a new policy that as part of the search process for a new director, the Nominating,
Governance & Sustainability Committee will actively seek out women and underrepresented candidates to include in the pool from which Board nominees are chosen.
Director Overboarding Policy. Adopted an overboarding policy that provides that directors may not serve on the boards of more than three public companies, in addition to Accenture’s Board, and further limits directors who are chief executive officers of public companies to no more than two other public companies, in addition to Accenture’s Board.
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Our Director Nominees
Our director nominees exhibit a mix of skills, experience, diversity and perspectives:
Board Tenure
>6 Years Jaime Ardila Ret. EVP and President, South America, General Motors Company
Other Public Company Boards: 2 Committees: Audit, Finance (C), Nominating, Governance & Sustainability Age: 66; Director Since: 2013
Gilles C. Pélisson Chairman & CEO, TF1 Group
Independent Lead Director Since 2020
Other Public Company Boards: 1 Committees: Nominating, Governance & Sustainability Age: 64; Director Since: 2012
Paula A. Price Former CFO, Macy’s, Inc.
Other Public Company Boards: 3 Committees: Audit (C), Compensation, Culture & People Age: 60; Director Since: 2014
Arun Sarin Ret. CEO, Vodafone Group plc
Other Public Company Boards: 3 Committees: Compensation, Culture & People, Nominating, Governance & Sustainability (C) Age: 67; Director Since: 2015
Frank K. Tang Chairman & CEO, FountainVest Partners
Other Public Company Boards: 0 Committees: Finance Age: 53; Director Since: 2014
2-6 Years Nancy McKinstry CEO & Chairman of the Executive Board, Wolters Kluwer N.V.
Other Public Company Boards: 1 Committees: Compensation, Culture & People (C), Nominating, Governance & Sustainability Age: 62; Director Since: 2016
Venkata (Murthy) Renduchintala Former Chief Engineering Officer, Intel Corporation
Other Public Company Boards: 0 Committees: Audit, Finance Age: 56; Director Since: 2018
Julie Sweet Chair & CEO, Accenture plc.
Other Public Company Boards: 0 Age: 54; Director Since: 2019
Tracey T. Travis CFO, The Estée Lauder Companies Inc.
Other Public Company Boards: 1 Committees: Audit, Finance Age: 59; Director Since: 2017
<2 Years
Beth E. Mooney Ret. Chairman & CEO, KeyCorp
Other Public Company Boards: 2 Committees: Compensation, Culture & People, Finance Age: 66; Director Since: 2021
Female Directors 50%
Racially and Ethnically Diverse 60%
Born Outside of the U.S. 50%
Board Committees Chaired by Women
50%
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ACCENTURE 2021 PROXY STATEMENT

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Corporate Governance			1

Corporate Governance Practices			1

Leadership Structure			3

Independent Lead Director; Executive Sessions			3

Director Independence			4

Strategic Oversight			4

ESG Strategy and Oversight			5

Risk Oversight			5

Board Meetings			7

Director Attendance at Annual Meetings			7

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SEC Form DEF 14A filed by Accenture plc