UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

____________________

Form 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the

Securities Exchange Act of 1934

____________________

Date of Report (Date of earliest event reported): ~~December 21~~February 5, ~~2017~~ 2018

Accenture Holdings plc

(Exact name of Registrant as specified in its charter)



Ireland	000-55501	98-1254718
(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 ¨~~



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 25.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~December 21~~February 5, ~~2017~~2018, Accenture Holdings plc (the “~~Accenture~~Company”), held its 2018 annual general meeting of shareholders (the ~~controlling~~“Annual ~~shareholder~~Meeting”). The Company’s shareholders approved all of ~~Accenture~~the ~~Holdings~~proposals ~~plc~~considered at the Annual Meeting, ~~issued~~including athe ~~news~~proposed ~~release~~merger ~~announcing~~of ~~financial~~the ~~results~~Company ~~for~~with ~~its~~and ~~first~~into ~~quarter~~Accenture plc, the parent company of ~~fiscal~~the ~~year~~Company ~~2018~~(the “Merger”), ~~which~~as ~~fiscal~~described ~~quarter~~in ~~ended~~the Company’s definitive information statement for the Annual Meeting filed with the Securities and Exchange Commission on ~~November~~December 3015, 2017 (the “Information Statement”). As of the record date for the Annual Meeting, Accenture plc held 96% of the shares entitled to vote at the Annual Meeting and Accenture plc voted all of its shares in favor of each of the proposals listed below.

A The ~~copy~~following ofchart sets forth the ~~news~~number ~~release~~and ispercentage ~~attached~~of ~~hereto~~votes ascast ~~Exhibit 99.~~for ~~All~~and ~~information~~against, inand the ~~news~~number ~~release~~of isabstention ~~furnished~~votes ~~but~~and ~~not~~broker ~~filed.~~non-votes, with respect to each proposal voted upon by the Company’s shareholders:

Non-GAAP Financial Information



		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	*

~~In the attached news release Accenture discloses the following non-GAAP financial measures:~~_______________

•* ~~Free~~Not cash flow (defined as operating cash flow net of property and equipment additions). Accenture’s management believes that this information provides meaningful additional information regarding the company’s liquidity.applicable

• Percentage changes in revenues before reimbursements (“net revenues”) on a local currency basis. Financial results in local currency are calculated by restating current period activity into U.S. dollars using the comparable prior year period’s foreign currency exchange rates. This approach is used for all results where the functional currency is not the U.S. dollar. Accenture’s management believes that information regarding changes in its net revenues that excludes the effect of fluctuations in foreign currency exchange rates facilitates meaningful comparison of its net revenues before reimbursements.

Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the news release. While Accenture’s management believes that this non-GAAP financial information is useful in evaluating Accenture’s operations, this information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with GAAP.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99	News Release of Accenture, dated December 21, 2017

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: December 21, 2017

ACCENTURE HOLDINGS PLC

Date: February 7, 2018

ACCENTURE HOLDINGS PLC

/s/ Joel Unruch

Joel Unruch

Assistant Secretary

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