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Change in Directors or Principal Officers, Submission of Matters to a Vote of Secur

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On February 6, 2013, Accenture plc ("Accenture") held its 2013 annual general meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, Accenture's shareholders approved an amendment to the Accenture plc 2010 Share Incentive Plan (the "Amended 2010 SIP"), which had previously been approved by the Board of Directors of Accenture, subject to the approval of its shareholders.

The Amended 2010 SIP is substantially the same as the current Accenture plc 2010 Share Incentive Plan, except that it has been amended to (1) authorize an additional 24 million shares and (2) expressly prohibit the repricing of options and share appreciation rights.

The material features of the Amended 2010 SIP are described in Accenture's definitive proxy statement for the Annual Meeting filed on December 17, 2012 (the "Proxy Statement"), and the description of the plan included in the Proxy Statement is incorporated herein by reference. The above description of the Amended 2010 SIP is qualified in its entirety by reference to the full text of the Amended 2010 SIP, a copy of which is attached hereto as Exhibit 10.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As indicated above, on February 6, 2013, Accenture held its Annual Meeting. A quorum was present at the meeting as required by Accenture's Articles of Association. The immediately following chart sets forth the number of votes cast for and against, and the number of abstention votes and broker non-votes, with respect to each matter voted upon by the shareholders:

                                                                                          Broker
                                             For           Against       Abstained      Non-Votes
1. Acceptance, in a non-binding vote,   581,750,275         436,249      4,570,155        165,995
   of the financial statements for the
   twelve month period ended August 31,
   2012 as presented
2. Re-appointment of the following
   directors:
     William L. Kimsey                  536,103,183       5,102,999      2,498,583     43,217,909
     Robert I. Lipp                     535,512,602       5,738,154      2,454,007     43,217,911
     Pierre Nanterme                    528,224,009      12,657,409      2,823,691     43,217,565
     Gilles C. Pélisson                 536,558,674       4,340,492      2,805,603     43,217,905
     Wulf von Schimmelmann              490,177,978      50,995,679      2,531,109     43,217,908
3. Ratification, in a non-binding vote, 583,041,566       1,590,181      2,290,927              0
   of the appointment of KPMG as
   independent registered public
   accounting firm for a term expiring
   at Accenture's 2014 annual general
   meeting of shareholders and
   authorization, in a binding vote, of
   the Board of Directors, acting
   through the Audit Committee, to
   determine KPMG's remuneration
4. Approval, in a non-binding vote, of  524,388,974      15,271,635      4,044,348     43,217,717
   the compensation of the named
   executive officers
5. Approval of an amendment to the      390,843,904     150,399,284      2,460,956     43,218,530
   Accenture plc 2010 Share Incentive
   Plan
6. Authorization to hold the 2014       582,942,885       1,871,044      1,945,023        163,722
   annual general meeting of
   shareholders of Accenture at a
   location outside of Ireland
7. Authorization of Accenture and any   537,211,187       2,798,100      3,695,853     43,217,534
   of its subsidiaries to make
   open-market purchases of Accenture
   Class A ordinary shares
8. Determination of the price range at  534,237,317       7,156,324      2,311,496     43,217,537
   which Accenture can re-issue shares
   that it acquires as treasury stock
9. Shareholder proposal regarding a     155,347,738     342,710,948     45,645,340     43,218,648
   report on lobbying practices

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10 Amended and Restated Accenture plc 2010 Share Incentive Plan
99 The section entitled "Proposal No. 5 - Approval of Amendment to Accenture plc 2010 Share Incentive Plan to Increase the Number of Shares Available for Issuance by 24 Million Shares and to Expressly Prohibit the Repricing of Options and Share Appreciation Rights" of the definitive proxy statement of Accenture plc on Schedule 14A filed on December 17, 2012 is incorporated herein by reference