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ACCENTURE 2023 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING
Notice of Annual General Meeting of Shareholders
Table of Contents
Our Company
Proxy Summary
Corporate Governance
Corporate Governance Practices
Leadership Structure
Director Independence
Board Oversight
Board Meetings
Director Attendance at Annual Meetings
Committees of the Board
Compensation Oversight
Board Evaluations
Certain Relationships and Related Person Transactions
Political Contributions and Lobbying
Shareholder Engagement
Communicating with the Board
Our People, Environment and Communities
PROPOSAL 1: APPOINTMENT OF DIRECTORS
Director Characteristics and Succession Planning
Board Diversity and Tenure
Qualifications and Experience of Director Nominees
Process for Selecting New Outside Directors
Director Orientation and Continuing Education
Process for Shareholders to Recommend Director Nominees
Director Nominee Biographies
Director Compensation
Elements of Director Compensation
Director Compensation for Fiscal 2023
Beneficial Ownership
Beneficial Ownership of Directors and Executive Officers
Beneficial Ownership of More Than 5%
PROPOSAL 2: NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION
Executive Compensation
Compensation Discussion and Analysis
Driving Reinvention, Delivering 360° Value
Overview of Compensation Elements
Compensation Practices
Pay-for-Performance
Say-on-Pay Vote
Process for Determining Executive Compensation
Fiscal 2023 Compensation Decisions
Role of Compensation Consultants
Role of Benchmarking
Compensation Programs
Additional Information
Compensation, Culture & People Committee Report
Compensation, Culture & People Committee Interlocks and Insider Participation
Summary Compensation Table
Grants of Plan-Based Awards for Fiscal 2023
Outstanding Equity Awards at August 31, 2023
Stock Vested in Fiscal 2023
Nonqualified Deferred Compensation for Fiscal 2023
Pension Benefits for Fiscal 2023
Potential Payments Upon Termination
Pay Ratio
Pay Versus Performance
PROPOSAL 3: APPROVAL OF AMENDED AND RESTATED ACCENTURE PLC 2010 SHARE INCENTIVE PLAN
PROPOSAL 4: APPROVAL OF AMENDED AND RESTATED ACCENTURE PLC 2010 EMPLOYEE SHARE PURCHASE PLAN
Securities Authorized for Issuance under Equity Compensation Plans as of August 31, 2023
Audit
Audit Committee Report
PROPOSAL 5: NON-BINDING RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR AND BINDING AUTHORIZATION OF THE BOARD TO DETERMINE ITS REMUNERATION
Independent Auditor's Fees
Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
Annual Irish Law Proposals
PROPOSAL 6: BOARD AUTHORITY TO ISSUE SHARES
PROPOSAL 7: BOARD AUTHORITY TO OPT-OUT OF PRE-EMPTION RIGHTS
PROPOSAL 8: DETERMINE PRICE RANGE FOR RE-ALLOTMENT OF TREASURY SHARES
Questions and Answers About the Annual Meeting
Additional Information
Availability of Materials
Householding of Shareholder Documents
Submission of Future Shareholder Proposals
About Accenture
Reconciliation of GAAP Measures to Non-GAAP Measures
Forward-Looking Statements & Website References
Annex A: Amended and Restated Accenture plc 2010 Share Incentive Plan as Proposed to be Amended
Amended and Restated Accenture plc 2010 Share Incentive Plan
Annex B: Amended and Restated Accenture plc 2010 Employee Share Purchase Plan as Proposed to be Amended
Amended and Restated Accenture plc 2010 Employee Share Purchase Plan
Awards and Recognition
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