UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ | Preliminary Proxy Statement | |||
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
¨ | Definitive Proxy Statement | |||
¨ | Definitive Additional Materials | |||
x | Soliciting Material Pursuant to §240.14a-12 | |||
Accenture plc | ||||
(Name of Registrant as Specified in its Charter) | ||||
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) | ||||
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Beginning on December 10, 2012, Accenture plc will use the following presentation to provide additional information about the proposed amendment to the Accenture plc 2010 Share Incentive Plan that will be voted on at the 2013 Annual General Meeting of Shareholders.
Accentures Use of Equity
in Employee Compensation |
©
2012 Accenture All Rights Reserved.
2
Key Statistics
Fiscal Year 2012
54
120+
40+
153,000+
11% growth in local currency (9% U.S. dollars)
257,000 employees
Executive leadership team with an average of 26 years
of Accenture experience
Approximately 4,900 Senior Executives
Geographies
Offices and operations in 54 countries around the globe
Serving clients in more than 120 countries
Revenue breakdown: 45% Americas; 41% EMEA; 14% Asia Pacific
A Strong Focus on Industry
Serving clients in more than 40 industries
More than 153,000 industry-aligned professionals
257,000
26 years
4,900
Our People
$27.9B
Revenue |
Accentures Equity Compensation Programs Are Based on
Responsible Guiding Principles
Principle
Strategy
1.
Performance-Based
Awards are tied to company and individual performance
Three Year Future Performance: Awarded to our most senior leadership and
vests based on meeting future targets for operating income and relative total
shareholder return
2.
Attract & Retain Talent
Approximately 4,900 Senior Executives with an average of 15 years of
Accenture experience
Senior Executive compensation weighted toward equity that vests over a
number of years
Our
success
is
closely
tied
to
our
ability
to
attract
and
retain
the
best
talent
to
serve our G2000 clients; need to stay market-relevant in order to do so
Acts as a barrier to acquiring whole practice areas or key people from
Accenture
3.
Align Compensation with
Shareholder Interests
100% of Senior Executives granted equity have ownership requirements
Senior Executives as shareholders are motivated to drive the business to
maximize returns over the long term
3
©
2012 Accenture All Rights Reserved. |
Accentures Total Shareholder Returns
Have Outperformed the Market
Annualized Total Shareholder Return shown as of
August 31, 2012
Sustained profitable growth since the IPO:
7% Revenue Growth in local currency, 9% in U.S. Dollars
11% Operating Income Growth
21% EPS Growth
Source:
Bloomberg.
Market
cap
weighted
Compensation
Peer
Group,
S&P500
Total
Return
Index
Comparison of Total Shareholder Return
FY07
FY08 FY09 FY10 FY11 FY12
©
2012 Accenture All Rights Reserved.
4
$164
$133
$107
$0
$50
$100
$150
$200
Accenture
Compensation Peer Group
S&P 500 Total Return Index
10%
6%
1%
0%
2%
4%
6%
8%
10%
12%
Accenture
Compensation
Peer Group
S&P 500
Total Return Index
Past 5 Years
26%
14%
12%
0%
10%
20%
30%
Accenture
S&P 500
Total Return Index
Compensation
Peer Group
Past 3 Years |
©
2012 Accenture All Rights Reserved.
5
Disciplined Approach to Share Management
and Shareholder Returns Since IPO
Accenture has reduced weighted average diluted shares by more than 280 million,
or 28% since IPO.
FY01
FY12
1,050
1,000
950
900
850
800
750
700
1,008
million
726
million
Accenture has a broad share
repurchase program
Generated $25 billion in free cash
flow, returning $22.3 billion,
approximately 90% to
shareholders
Repurchased 52 million shares on
average each fiscal year
Free cash flow of $25 billion was a result of cash generated by operating activities of $28.3 billion,
net of property and equipment additions of $3.3 billion. |
©
2012 Accenture All Rights Reserved.
6
How We Think About Responsible Capital Allocation
Normalized Capital Generation
Normalized Capital Allocation
Operating Cash Flow
Proceeds from Share Issuances to Employees
Capital Expenditures
Acquisitions
Share Repurchases
Dividends |
©
2012 Accenture All Rights Reserved.
7
Responsible Capital Allocation Share Issuances
and Repurchases
Repurchases
Issuances
Actual
Estimated*
Impact on Weighted Average
Diluted Shares
* Assumes current Capital Allocation strategy.
~2% Net
We expect that the net impact of both together will be about a 2%
reduction in our share count per year
*
Impact of Share Repurchases and Issuances on Weighted Average Diluted Shares
0
5
10
15
20
25
30
35
40
45
50
FY10
FY11
FY12
FY13 |
©
2012 Accenture All Rights Reserved.
8
We Do Not Foresee a Time When Share
Issuances Would Exceed Share Repurchases
Employee purchase programs have capped participation levels
Predominantly directed to Senior Executives, a slower growing
population by design
Awards are discretionary and based on achieving financial goals
Awards are U.S. Dollar denominated, not driven by shares, and
provide a natural hedge to repurchases
We proactively manage affordability to prevent dilution
Heres why
|
9
©
2012 Accenture All Rights Reserved.
Proxy Statement
Accenture plc (Accenture) filed a preliminary proxy statement in
connection with its 2013
Annual
General
Meeting
of
Shareholders
on
Friday,
December
7,
2012.
Accenture
shareholders are strongly advised to read the preliminary proxy statement as well
as the definitive proxy statement when it becomes available, as each
contains important information. Shareholders can obtain the preliminary
proxy statement, and the definitive proxy
statement
when
it
becomes
available,
and
any
amendments
or
supplements
to
the
proxy
statements
and
other
documents
filed
by
Accenture
with
the
U.S.
Securities
and
Exchange Commission (the SEC) for free at the Internet website
maintained by the SEC at www.sec.gov. Copies of
the preliminary proxy statement, and the definitive proxy statement when it
becomes available, and any amendments and supplements to the proxy
statements are also available for free at Accentures website at
www.accenture.com.
In addition, shareholders can obtain a copy of the definitive proxy
statement when it becomes available, and any amendments and supplements to the
definitive
proxy
statement,
by
contacting
our
Investor
Relations
Group
at
Accenture,
Investor Relations, 1345 Avenue of the Americas, New York, New York 10105,
USA.
Detailed information regarding the names, affiliations and interests of individuals
who are participants in the solicitation of proxies of Accentures
shareholders is available in the preliminary proxy statement filed on
Schedule 14A with the SEC on Friday, December 7, 2012.
|
10
©
2012 Accenture All Rights Reserved.
Forward-Looking Statements
Except for the historical information and discussions contained herein, statements in this presentation
may constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Words such as may, will, should,
likely, anticipates, expects, intends, plans, projects, believes, estimates and similar expressions are used to
identify these forward-looking statements. These statements involve a number of risks,
uncertainties and other factors that could cause actual results to differ materially from those
expressed or implied. These include, without limitation, risks that: the companys results of
operations could be adversely affected by volatile, negative or uncertain economic conditions and
the effects of these conditions on the companys clients businesses and levels of business
activity; the companys business depends on generating and maintaining ongoing, profitable client
demand for the companys services and solutions, and a significant reduction in such demand could
materially affect the companys results of operations; if the company is unable to keep its
supply of skills and resources in balance with client demand around the world and attract and retain
professionals with strong leadership skills, the companys business, the utilization rate of
the companys professionals and the companys results of operations may be materially
adversely affected; the markets in which the company competes are highly competitive, and the
company might not be able to compete effectively; the company could have liability or the
companys reputation could be damaged if the company fails to protect client and/or company data
or information systems as obligated by law or contract or if the companys information systems
are breached; as a result of the companys geographically diverse operations and its growth
strategy to continue geographic expansion, the company is more susceptible to certain risks; the
companys results of operations could be materially adversely affected by fluctuations in
foreign currency exchange rates; the companys Global Delivery Network is increasingly
concentrated in India and the Philippines, which may expose it to operational risks; the companys
results of operations could materially suffer if the company is not able to obtain sufficient pricing
to enable it to meet its profitability expectations; if the companys pricing estimates do not
accurately anticipate the cost, risk and complexity of the company performing its work or third
parties upon whom it relies do not meet their commitments, then the companys contracts could
have delivery inefficiencies and be unprofitable; the companys work with government clients
exposes the company to additional risks inherent in the government contracting environment; the
companys business could be materially adversely affected if the company incurs legal liability in connection with providing its services and solutions; the companys results of operations
and ability to grow could be materially negatively affected if the company cannot adapt and expand its
services and solutions in response to ongoing changes in technology and offerings by new
entrants; the companys alliance relationships may not be successful or may change, which could adversely affect the companys results of operations; outsourcing services and the
continued expansion of the companys other services and solutions into new areas subject the
company to different operational risks than its consulting and systems integration services; the
companys services or solutions could infringe upon the intellectual property rights of others or
the company might lose its ability to utilize the intellectual property of others; the company has
only a limited ability to protect its intellectual property rights, which are important to the
companys success; the companys ability to attract and retain business and employees may depend
on its reputation in the marketplace; the company might not be successful at identifying, acquiring or
integrating businesses or entering into joint ventures; the companys profitability could
suffer if its cost-management strategies are unsuccessful, and the company may not be able to
improve its profitability through improvements to cost-management to the degree it has done
in the past; many of the companys contracts include payments that link some of its fees to the
attainment of performance or business targets and/or require the company to meet specific
service levels, which could increase the variability of the companys revenues and impact its
margins; changes in the companys level of taxes, and audits, investigations and tax
proceedings, or changes in the companys treatment as an Irish company, could have a material
adverse effect on the companys results of operations and financial condition; if the
company is unable to manage the organizational challenges associated with its size, the company might
be unable to achieve its business objectives; if the company is unable to collect its
receivables or unbilled services, the companys results of operations, financial condition and
cash flows could be adversely affected; the companys share price and results of operations
could fluctuate and be difficult to predict; the companys results of operations and share price
could be adversely affected if it is unable to maintain effective internal controls; the company
may be subject to criticism and negative publicity related to its incorporation in Ireland; as well as
the risks, uncertainties and other factors discussed under the Risk Factors heading in
Accenture plcs most recent annual report on Form 10-K and other documents filed with or
furnished to the Securities and Exchange Commission. Statements in this presentation speak only
as of the date they were made, and Accenture undertakes no duty to update any forward-looking
statements made in this presentation or to conform such statements to actual results or changes
in Accentures expectations. |