Current Report — Form 8-K Filing Table of Contents
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2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 39K
9: R1 Cover HTML 42K
11: XML IDEA XML File -- Filing Summary XML 12K
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10: EXCEL IDEA Workbook of Financial Reports XLSX 6K
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Registrant’s telephone number, including area code: (i919)
i998-2000
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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of Each Class
Trading Symbol
Name of Each Exchange on which Registered
Common Stock, par value $0.01 per share
“IQV”
New York Stock Exchange LLC
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
i☐
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.
On April
13, 2021, IQVIA Holdings Inc. (the “Company”) held its Annual Meeting of Stockholders and approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to remove supermajority voting standards for stockholder actions in the Charter and replace them with majority voting standards, and to adopt certain other immaterial amendments to the Charter. The amendments to the Charter became effective upon the filing of an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on April 13, 2021.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As discussed under Item 5.03 of this Current Report on Form 8-K, on April 13, 2021, the
Company held its 2021 Annual Meeting of Stockholders. As of February 12, 2021, the record date for the meeting, there were 191,748,810 shares of the Company's common stock outstanding and entitled to vote on all matters. At the meeting, stockholders voted on the following proposals:
Proposal No. 1 – The following nominees were elected by majority vote to serve on the Board of Directors as Class II directors based upon the following votes:
For
Withhold
Broker
Non-Vote
Ari Bousbib
145,196,757
14,231,694
5,761,387
John M. Leonard M.D.
155,485,455
3,942,996
5,761,387
Todd B. Sisitsky
93,869,742
65,558,709
5,761,387
Proposal No. 2 –
An advisory (non-binding) vote on the frequency of the advisory vote on executive compensation received the following votes:
1 Year
2 Year
3 Year
Abstain
Broker Non-Vote
137,950,129
1,327,247
4,713,828
15,394,387
5,804,247
A
majority of the Company's stockholders approved, on an advisory (non-binding) basis, an annual stockholder advisory vote on executive compensation. In light of these results, the Company will implement an annual advisory stockholder vote on executive compensation.
Proposal No. 3(a) – The proposal to approve an amendment to the Company's Charter to remove a supermajority voting standard for stockholder approval of future amendments, alterations, changes or repeal of the Bylaws was approved by stockholders based upon the following votes:
For
Against
Abstain
Broker
Non-Vote
158,077,317
937,229
411,905
5,763,387
Proposal No. 3(b) – The proposal to approve an amendment to the Company's Charter to remove a supermajority voting standard for stockholder removal, for cause only, of a director or the entire Board from office was approved by stockholders based upon the following votes:
For
Against
Abstain
Broker
Non-Vote
158,092,283
923,363
410,084
5,763,388
Proposal No. 4 – The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021 was ratified based upon the following votes:
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
