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): December 1, 2005
ACCENTURE LTD
(Exact name of Registrant as specified in its charter)
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Bermuda
(State or other jurisdiction
of incorporation)
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001-16565
(Commission
File Number)
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98-0341111
(I.R.S. Employer
Identification No.) |
Canon’s Court
22 Victoria Street
Hamilton HM12, Bermuda
(Address of principal executive offices)
Registrant’s telephone number, including area code: (441) 296-8262
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01
On December 1, 2005, the Compensation Committee of the Board of Directors of Accenture Ltd
(the “Company”) approved grants of performance-based restricted share units of Accenture Ltd Class A common shares
to a number of its executive officers, including the named executive officers listed below. These
grants were made pursuant to Accenture’s Key Executive Performance Share Program, which is
administered under the Accenture Ltd 2001 Share Incentive Plan. The Key Executive Performance
Share Program is part of Accenture’s previously announced initiative to expand the use of equity in
the form of restricted share units for its senior executives, relative to cash or stock options,
both as rewards at the time of promotion and to more accurately align and recognize performance.
The awarded grants may vest, in whole or in part, at the end of Accenture’s fiscal year ending
August 31, 2008. The vesting schedule for the award is based on the achievement of certain targets
for the period starting on September 1, 2005 and ending on August 31, 2008 (the “Performance
Period”), and vests based on two different sets of performance criteria. Up to 25% of the award
will vest, in whole or in part, based upon Accenture’s total shareholder return, as compared to a
representative group of companies during the Performance Period. The remaining 75% of the award
will vest, in whole or in part, based upon the achievement of operating income targets by Accenture
for the Performance Period. If dividends are declared on Accenture Ltd Class A common shares while
the restricted share units are outstanding, the number of restricted share units to be granted will
be adjusted to reflect the payment of such dividends.
On December 1, 2005, the Company’s named executive officers received the following grants of
performance-based restricted share units of Accenture Ltd Class A common shares:
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| Name and Position |
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Restricted Share Unit Award($) |
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William D. Green
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$ |
6,028,949 |
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Chief Executive Officer |
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Mark Foster
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1,884,047 |
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Chief Executive — Products Operating Group |
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Karl-Heinz Flöther
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$ |
1,884,047 |
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Chief Executive — Technology & Delivery Group |
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Diego Visconti
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$ |
1,884,047 |
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Chief Executive — Communications & High Tech Group |
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Mr. Green received an award of 206,896 restricted share units and each of Mssrs. Foster,
Flöther and Visconti received an award of 64,655 restricted share units. The value of these
awards, listed in the table above, was based on the last reported closing price for the Accenture
Ltd Class A common shares on December 1, 2005.
Item 9.01 Financial Statements and Exhibits.
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(c)
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Exhibits. |
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4.1 Form of performance-based RSU grant for senior executives under Accenture’s Key Executive
Performance Share Program, administered pursuant to the Accenture 2001 Employee Share
Incentive Plan |