UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 27, 2012
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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2012, the Board of Directors (the “Board”) of Accenture plc (the “Company”) appointed Gilles C. Pélisson as a new director of the Company, upon the recommendation of its Nominating & Governance Committee. Mr. Pélisson will serve until the Company’s 2013 annual general meeting of shareholders, when he will be subject to re-appointment by a vote of the Company’s shareholders.
Mr. Pélisson began his career with Accor SA (“Accor”) in the United States and then served as Senior Vice President for Accor’s Asia-Pacific region. In 1995, Mr. Pélisson was appointed Chief Executive Officer of Disneyland Paris Resort and later added the title of Chairman. He also served as Chairman and Chief Executive Officer at Bouygues Telecom. Mr. Pélisson rejoined Accor as CEO in 2006 and later was also appointed Chairman. He served at Accor until January 2011.
Mr. Pélisson joins the Board as a Class III director and has been appointed to serve on the Board’s Audit Committee. He will receive the pro rata portion of the standard compensation for service on the Board (currently $90,000 per annum) and the Audit Committee (currently $5,000 per annum), based on the number of days remaining in the current director compensation year. Mr. Pélisson may elect to receive this compensation in cash or equity. Mr. Pélisson will also receive the standard grant of restricted share units valued at $185,000 made by the Company to directors newly appointed to the Board.
The Company expects Mr. Pélisson to enter into the standard director indemnification agreement that Accenture International Sàrl, an indirect subsidiary of the Company, has with the Company’s directors. A copy of a substantially similar form of the indemnification agreement is filed as Exhibit 10.5 to the Company’s Form 8-K12B filed on September 1, 2009.
A copy of the Company’s press release issued on May 1, 2012, regarding Mr. Pélisson’s appointment to the Board is filed as Exhibit 99 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| 99 | Press Release of Accenture plc, dated May 1, 2012 | |
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 thereunto duly authorized.
| Date: May 1, 2012 | ACCENTURE PLC | |||||
| By: | /s/ Julie Spellman Sweet | |||||
| Name: | Julie Spellman Sweet | |||||
| Title: | General Counsel, Secretary & Chief Compliance Officer | |||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99 | Press Release of Accenture plc, dated May 1, 2012 | |
Exhibit 99
Accenture Announces Appointment of Gilles C. Pélisson to its Board of Directors
— Experienced business leader becomes Accenture’s 11th independent external director —
NEW YORK; May 1, 2012 — Accenture today announced that Gilles C. Pélisson has been appointed to the company’s Board of Directors, effective April 27. Mr. Pélisson, 54, is an experienced business leader who most recently served as Chairman and CEO of Accor SA, the Paris-based global hotel group.
Mr. Pélisson joins the board as a Class III director, subject to re-appointment at the next Accenture plc annual general meeting of shareholders. He has been appointed to serve on the board’s Audit Committee.
“We are very excited to have Gilles join our board of directors,” said William D. Green, Accenture’s Executive Chairman. “He is a highly accomplished executive with significant international experience as both a CEO and director of large, global companies. I know I speak for all of our board members when I say that we look forward to the valuable perspective Gilles will provide related to Accenture’s strategy, operations and management as we remain focused on providing exceptional results for our clients and shareholders.”
With the appointment, Accenture’s board now comprises 13 directors, 11 of whom are external and independent. Mr. Green and CEO Pierre Nanterme are the board’s only internal directors.
Mr. Pélisson began his career with Accor in the United States and then served as Senior Vice President for Accor’s Asia-Pacific region. In 1995, Mr. Pélisson was appointed Chief Executive Officer of Disneyland Paris Resort and later added the title of Chairman. He also served as Chairman and Chief Executive Officer at Bouygues Telecom. Mr. Pélisson rejoined Accor as CEO in 2006 and later was also appointed Chairman. He served at Accor until January 2011.
Mr. Pélisson serves on the board of directors of BIC SA, TF1 Group, Groupe Lucien Barrière and NH Hoteles.
Mr. Pélisson studied at ESSEC (École Supérieure des Sciences Économiques et Commerciales) in Paris and holds an M.B.A. from the Harvard Business School.
About Accenture
Accenture is a global management consulting, technology services and outsourcing company, with more than 246,000 people serving clients in more than 120 countries. Combining unparalleled experience, comprehensive capabilities across all industries and business functions, and extensive research on the world’s most successful companies, Accenture collaborates with clients to help them become high-performance businesses and governments. The company generated net revenues of US$25.5 billion for the fiscal year ended Aug. 31, 2011. Its home page is www.accenture.com.
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Contact:
Alex Pachetti
Accenture
+1 (917) 452-5519
alex.pachetti@accenture.com