UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

____________________

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

~~____________________~~Date of Report (Date of earliest event reported): March 13, 2018

Date of Report (Date of earliest event reported): February 5, 2018

Accenture Holdings plc

(Exact name of Registrant as specified in its charter)

Ireland	000-55501	98-1254718
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(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))

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 1.0702 ~~Submission~~Termination of ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On ~~February 5~~March 13, 2018 (the “Merger Date”), Accenture Holdings plc, ~~(the~~an Irish public limited company (“~~Company~~Accenture Holdings”), ~~held~~and ~~its~~Accenture ~~2018~~plc, ~~annual~~an ~~general~~Irish ~~meeting~~public limited company and the parent company of ~~shareholders~~Accenture Holdings, completed the previously announced merger (the “~~Annual Meeting~~Merger”). pursuant ~~The~~to ~~Company’s~~the ~~shareholders~~common ~~approved~~draft ~~all~~terms of ~~the~~merger ~~proposals~~dated ~~considered~~December 15, ~~at the Annual Meeting~~2017, ~~including~~pursuant ~~the~~to ~~proposed~~which ~~merger~~Accenture ofHoldings ~~the~~was ~~Company~~merged with and into Accenture plc, ~~the~~with ~~parent~~Accenture ~~company~~plc ofas the ~~Company~~surviving ~~(the “Merger”)~~entity, asand ~~described~~Accenture inHoldings ~~the~~was ~~Company’s~~dissolved ~~definitive~~without ~~information~~going into ~~statement~~liquidation. ~~for~~In ~~the~~connection ~~Annual~~therewith, ~~Meeting~~by ~~filed~~operation ~~with~~of law effective on the ~~Securities~~Merger ~~and~~Date, ~~Exchange~~contracts, ~~Commission~~agreements onand ~~December~~instruments ~~15,~~to ~~2017~~which ~~(the~~Accenture ~~“Information~~Holdings ~~Statement”).~~was Asa ofparty ~~the~~are ~~record~~construed ~~date~~and ~~for~~have ~~the~~effect ~~Annual~~as ~~Meeting,~~if Accenture plc ~~held~~had ~~96%~~been a party thereto instead of ~~the~~Accenture ~~shares~~Holdings, ~~entitled~~and toAccenture ~~vote~~plc athas the ~~Annual~~same ~~Meeting~~rights and ~~Accenture~~is ~~plc~~subject ~~voted~~to ~~all~~the ofsame ~~its~~obligations ~~shares~~to inwhich ~~favor~~Accenture ofHoldings ~~each~~was ofsubject ~~the~~under ~~proposals~~such ~~listed~~contracts, ~~below~~agreements and instruments.

~~The~~Item ~~following~~2.01 ~~chart~~Completion ~~sets forth the number and percentage~~ of ~~votes~~Acquisition ~~cast~~or ~~for~~Disposition ~~and against, and the number~~ of ~~abstention votes and broker non-votes, with respect to each proposal voted upon by the Company’s shareholders:~~Assets.

		For		Against		Abstained	Broker Non-Votes
1.	To approve the Common Draft Terms of Merger in respect of the proposed Merger (attached as Annex A to the Information Statement)	629,214,640	100%	0	0%	0	*
2.	To approve the contract pursuant to which the wholly-owned subsidiary of the Company, Exactside Limited, will acquire ordinary shares of the Company	629,214,640	100%	0	0%	0	*
3.	To grant the Company’s Board of Directors (the “Board”) the authority to issue shares under Irish law	629,214,640	100%	0	0%	0	*
4.	To grant the Board the authority to opt-out of statutory pre-emption rights under Irish law	629,214,640	100%	0	0%	0	*
5.	To determine the price range at which the Company can re-allot shares that it acquires as treasury shares under Irish law	629,214,640	100%	0	0%	0	*
6.	To authorize Accenture International S.à.r.l. (or its successor entity), a wholly owned subsidiary of the Company, to purchase the Company’s ordinary shares off-market	629,214,640	100%	0	0%	0	*

The information included under Item 8.01 is incorporated by reference herein.

~~_______________~~ Item 3.03 Material Modification to Rights of Security Holders.

*The ~~Not~~information ~~applicable~~included under Item 8.01 is incorporated by reference herein.

Item 5.01

Change in Control of Registrant.

The description of the Merger under Item 8.01 is incorporated by reference herein.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On the Merger Date, the directors and executive officers of Accenture Holdings ceased to hold those positions.

Item 8.01

Other Events.

In connection with the Merger, by operation of law effective on the Merger Date, (i) all of the assets and liabilities of Accenture Holdings were acquired by Accenture plc, (ii) each holder of Accenture Holdings’ ordinary shares (other than Accenture plc and Accenture Holdings itself) received one Class A ordinary share of Accenture plc in exchange for each ordinary share of Accenture Holdings held by such holder at the effective time of the Merger, (iii) all legal proceedings pending by or against Accenture Holdings are continued with the substitution, for Accenture Holdings, of Accenture plc as a party, and (iv) contracts, agreements and instruments to which Accenture Holdings was a party are construed and have effect as if Accenture plc had been a party thereto instead of Accenture Holdings, and Accenture plc has the same rights and is subject to the same obligations to which Accenture Holdings was subject under such contracts, agreements and instruments. Therefore, as a result of the Merger, holders of ordinary shares of Accenture Holdings became holders of Class A ordinary shares of Accenture plc, and Accenture Holdings ceased to exist.

Prior to the Merger, the ordinary shares of Accenture Holdings were registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result of the Merger, all of the ordinary shares of Accenture Holdings were cancelled and holders thereof (other than Accenture plc and Accenture Holdings itself) received Class A ordinary shares of Accenture plc on a one-for-one basis. Accordingly, Accenture Holdings intends to file a Form 15 with the Securities and Exchange Commission to terminate the registration of the ordinary shares of Accenture Holdings and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

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, hereunto duly authorized.

Date: February 7, 2018

ACCENTURE HOLDINGS PLC

Date: March 13, 2018

ACCENTURE PLC, as successor by merger to Accenture Holdings plc

/s/ Joel Unruch

Joel Unruch

~~Assistant~~Corporate Secretary

Filing Compare · Accenture Holdings plc