UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Accenture plc

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2020 proxy statement & notice of annual meeting February 3, 2021 dublin, Ireland Accenture

Summary of Contents Proxy Summary i Table of Contents ix Corporate Governance 1 Appointment of Directors 17 Proposal 1: Appointment of Directors 17 Director Nominee Biographies 21 Director Compensation 27 Beneficial Ownership 30 Executive Compensation 32 Proposal 2: Non-Binding Vote to Approve 32 Executive Compensation Compensation Discussion and Analysis 33 Compensation Committee Report 52 Compensation Tables 53 Audit 63 Audit Committee Report 63 Proposal 3: Non-Binding Ratification of Appointment 64 of Independent Auditors and Binding Authorization of the Board to Determine Its Remuneration Annual Irish Law Proposals 66 Proposal 4: Board Authority to Issue Shares 66 Proposal 5: Board Authority to Opt-Out of 67 Pre-emption Rights Proposal 6: Determine Price Range for 69 Re-Allotment of Treasury Shares Questions and Answers About the Annual Meeting 70 Additional Information 75

December 10, 2019Dear Fellow

Shareholder:

DEAR FELLOWSHAREHOLDER:

You are cordially invited to join Accenture plc’s Board of Directors and senior leadership at the 20202021 annual general meeting of shareholders which will be held at 12:3:00 pm local time on Thursday, January 30, 2020. The meeting will be heldWednesday, February 3, 2021 at The Dock, located at 7 Hanover Quay, Grand Canal Dock, Dublin 2, Ireland. In light of the ongoing COVID-19 pandemic, shareholders are strongly encouraged to vote their shares by proxy in advance of the annual general meeting.

The attached notice of the 20202021 annual general meeting of shareholders and proxy statement provide important information about the meeting and will serve as your guide to the business to be conducted at the meeting. Your vote is very important to us. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy. The Board of Directors recommends that you vote “FOR” each of the proposals as listed on the attached notice.

You may submit your proxy either over the telephone or the Internet. In addition, if you have requested or received a paper copy of the proxy materials, you can vote by marking, signing, dating and returning the proxy card or voter instruction form sent to you in the envelope accompanying the proxy materials.

Accenture is monitoring COVID-19 developments and other circumstances, as well as guidance issued by relevant health organizations. Should we determine that alternative arrangements may be advisable or required, such as changing the date, time, location or format of the meeting, we will announce our decision by press release and post additional information on the Investor Relations section of our website (http://investor.accenture.com).

Thank you for your continued support.

NOTICE OF ANNUAL GENERAL MEETING OFNotice of Annual General Meeting of SHAREHOLDERSShareholders

MATTERS TO BE VOTED UPONMatters to be voted upon

The following table summarizes the proposals to be voted upon at the 20202021 Annual General Meeting of Shareholders to be held on January 30, 2020February 3, 2021 (the “Annual Meeting”) and the Board’s voting recommendations with respect to each proposal.

CORPORATE GOVERNANCE HIGHLIGHTSCorporate Governance Highlights

Accenture (the “Company”) has a history of strong corporate governance. The Company believes good governance is critical to achieving long-term shareholder value. We are committed to governance practices and policies that serve the long-term interests of the Company and its shareholders. The following table summarizes certain highlights of our corporate governance practices and policies:

Snapshot of Director Nominees

Our director nominees exhibit a mix of skills, experience, diversity and perspectives:

BOARD DIVERSITYBoard Diversity

Gender				Race and Ethnicity				Global

KEY DIRECTOR SKILLS

Director Skills

GLOBALSenior   EXPERTISE

Leadership SENIOR LEADERSHIP   EXPERIENCE

INNOVATION AND   TECHNOLOGY

FINANCIAL   EXPERTISE

INVESTMENT   EXPERTISE

PUBLIC COMPANY BOARD   EXPERIENCE   Experience

Global Expertise

Public Company Board Experience

Financial Expertise

Innovation and Technology

Investment Expertise

		Name		Age		Director Since		Principal Occupation		Independent		Committee Memberships		Other Public Company Boards
		Jaime Ardila		65		2013		Retired Executive Vice President and President, South America, General Motors		●		●  Audit ●  Finance (C)		2
		Herbert Hainer		66		2016		President & Chairman of the Supervisory Board, FC Bayern München AG		●		●  Compensation ●  Finance		1
		Nancy McKinstry		61		2016		CEO & Chairman of the Executive Board, Wolters Kluwer N.V.		●		●  Compensation (C) ●  Nominating & Governance		1
		Beth E. Mooney (1)		65		Nominee		Retired Chairman and Chief Executive Officer, KeyCorp		●		Finance		2
		Gilles C. Pélisson(2)		63		2012		Chairman & CEO, TF1 Group		●		●  Nominating & Governance		1
		Paula A. Price		59		2014		Former CFO, Macy’s, Inc.		●		●  Audit (C) ●  Compensation		3
		Venkata (Murthy) Renduchintala		55		2018		Former Chief Engineering Officer, Intel Corporation		●		●  Audit		—
		David Rowland		59		2019		Executive Chairman, Accenture plc		—		—		—
		Arun Sarin(3)		66		2015		Retired CEO, Vodafone Group plc		●		●  Compensation ●  Nominating & Governance (C)		3
		Julie Sweet		53		2019		CEO, Accenture plc		—		—		—
		Frank K. Tang		52		2014		Chairman & CEO, FountainVest Partners		●		●  Finance		—
		Tracey T. Travis		58		2017		CFO, The Estée Lauder Companies		●		●  Audit ●  Finance		1

LEADERSHIP TRANSITIONSFinancial Highlights

This past year, Accenture has accomplished several seamless leadership transitions. In January 2019, Pierre Nanterme stepped down from his positions as chairman and chief executive officer for health reasons, after a remarkable36-year career and passed away shortly thereafter at the end of January. In connection with Mr. Nanterme stepping down, the following leadership transitions were effected, among others.Fiscal 2020 Company Performance

FINANCIAL HIGHLIGHTS

Fiscal 2019 Company Performance*

Historical Financial Performance*

Driving Shareholder Value Through Sustained Financial Performance

For the3-year period from the end of fiscal 20162017 through fiscal 2019,2020, our performance demonstrates our focus on delivering shareholder value.

Broad-Based Revenue Growth BROAD-BASED REVENUE GROWTH 8%7% CAGR(1) in US Dollars and 8% local currency REVENUES (1) “CAGR” means Compound Annual Growth Rate				Sustained Margin Expansion SUSTAINED MARGIN EXPANSION 5040 Basis Point Expansion OPERATING MARGIN

STRONG EARNINGS GROWTH

4% CAGR (on a GAAP basis)

11% CAGR (on an adjusted basis)

EARNINGS PER SHARE

 GAAP EPS      Adjusted EPS

(2) Fiscal 2016 adjusted diluted EPS of $5.34 were adjusted to exclude the gains on the sale of businesses related to the divestiture of Navitaire and the partial divestiture of Duck Creek Technologies ($1.11 per share)

Strong Earnings Growth 13% CAGR (on a GAAP basis) 8% CAGR (on an adjusted basis)(2)				Significant Cash Returned to Shareholders since Fiscal 2017 10% CAGR Dividends per share
TOTAL SHAREHOLDER RETURN(3)   (2) FY17 adjusted diluted EPS of $5.91 were adjusted to exclude the $0.47 impact of a pension settlement charge. FY20 adjusted diluted EPS of $7.46 were adjusted to exclude $0.43 of gains on an investment.

Total Shareholder Return⁽³⁾

2019 INVESTMENT HIGHLIGHTS2020 Investment Highlights

We continue to invest significantly in our business, including in the following key areas:

OUR STRATEGY

Our growth strategy starts with our clients and their imperative to transform their businesses in today’s digital world. We partner

Our Strategy Our growth strategy begins with a focus on what our clients need. Regardless of industry, our clients must transform every aspect of their business to meet the needs of today’s digital world. We are helping our clients use technology to build their digital core to drive enterprise-wide transformation—such as moving them to the cloud and embedding security across the enterprise, by transforming their operations—such as re-platforming their ERP systems and through our Operations services and Industry X, and by accelerating their growth—such as through creating omni-channel experiences through Interactive. We are uniquely able to deliver this transformation because of our ability to bring applied innovation and deliver 360-degree value for our clients. We define 360-degree value as delivering the financial business case and unique value a client may be seeking, and striving where possible to partner with our clients to achieve greater progress on inclusion and diversity with our diverse teams, reskill and upskill our clients’ employees, help our clients achieve their sustainability goals, and create meaningful experiences, both with Accenture and for the customers and employees of our clients. We are able to leverage our scale and global footprint, and seamlessly move between global and local, embedding responsible business by design in everything we do. Our strong ecosystem partnerships, together with our assets and platforms, including MyWizard, MyNav and Synops, position Accenture to consistently deliver tangible value for our clients.
Key enablers of our growth strategy include:
		Our People – As a talent- and innovation-led organization, across our entire business our people have highly specialized skills that drive our differentiation and competitiveness. We are deeply committed to investing in our people to ensure they have opportunities to learn and grow in their careers through their work experience and continued development, training and reskilling, and we have an unwavering commitment to inclusion and diversity;
		Our Commitment – We are a purpose driven company, committed to deliver on the promise of technology and human ingenuity. Our culture is underpinned by our core values and Code of Business Ethics which are key drivers of the trust our clients and partners place in us to deliver tangible value and outcomes for them; and
		Our Foundation – Our new growth model and our enduring shareholder value creation model are key elements of the foundation that enable us to execute on our growth strategy.

Our New Growth Model

Effective March 1, 2020, we began managing our business under a new growth model through our three geographic markets—North America, Europe and Growth Markets—and we reorganized our operations into four services—Strategy & Consulting, Interactive, Technology, and Operations. We also made leadership changes and expanded our global management committee to include a broader representation of leaders from our services and geographic markets. The new model simplified our organizational structure and increased our agility to form multi-service teams to meet client needs rapidly and at scale. It is also accelerating innovation by enabling our teams to move seamlessly between global and local, leveraging our network of more than 100 innovation hubs, our technology expertise and ecosystem relationships, and our global delivery capabilities to drive their growth agenda and to optimize operations, improving agility and competitiveness. We create value for our clients by leveraging our deep technology and industry expertise, which are underpinned by the power of our innovation, ecosystem partnerships and global scale. Key components of our growth strategy include:clients.

COMPENSATION PRACTICESCompensation Practices (page 36)

The Compensation Committee oversees the design and administration of the Company’s compensation programs. The Compensation Committee believes that a well-designed, consistently applied compensation program is fundamental to the long-term creation of shareholder value.shared success—our commitment to make a positive difference together with our clients, our people, our shareholders, our partners and our communities. The following table summarizes some highlights of our compensation practices that drive our named executive officer compensation programs:

		WHAT WE DO				◥
		What We Do								What We Don’t Do
• Align our executive pay with performance   • Set very challenging performance objectives   • Appropriately balance short- and long-term incentives   • Align executive compensation with shareholder returns through performance-based equity incentive awards   • Use appropriate peer groups when establishing compensation   • Implement meaningful equity ownership guidelines   • Include caps on individual payouts in short- and long-term incentive plans				• Include a clawback policy for our cash and equity incentive awards   • Includenon-solicitation and non-competitionnon- competition provisions in award agreements, with a clawback of equity under specified circumstances   • Mitigate potential dilutive effects of equity awards through our share repurchase programs   • Hold an annual“say-on-pay” advisory vote   • Conduct annual compensation risk review and assessment   • Retain an independent compensation consultant
		WHAT WE DON’T DO						◥
		• No contracts with multi-year guaranteed salary increases or non-performance bonus arrangements   • No “golden parachutes,” change in control payments or excise taxgross-ups   • No change in control “single trigger” equity acceleration provisions		• No dividends or dividend equivalents paid until vesting   • No hedging or pledging of companyCompany shares   • No supplemental executive retirement plan   • No excessive perquisites

SAY-ON-PAY2020 CEO Total Compensation (page 38)

PAY-FOR-PERFORMANCEPay-for-Performance(page 37)36)

The Compensation Committee believes that total realizable compensation for the Company’s named executive officers should be closely aligned with the Company’s performance and each individual’s performance. As the graph below shows, the Company’s performance with respect to total shareholder return over a3-year period was at the83rd94th percentileamong the companies in our peer group. The realizable total direct compensation for our former chairman andthe chief executive officer with respect to fiscal years 2017 and 2018 and our interim chief executive officer (and current executive chairman) with respect to fiscal year 2019 (which includes compensation for his services as chief financial officer from September 1, 2018 through January 9, 2019),role over this same period was at the64th59th percentile, which indicates that relative Company performance ranked higher than relative realizable pay, and performance are aligned.as compared to our peer group, demonstrating a favorable alignment from a shareholder perspective. See page 37 for a definition of realizable total direct compensation.

In the chart below, 3-year realizable total CEO direct compensation includes 2020 compensation for our current chief executive officer during her first year in this role, 2019 compensation for our former interim chief executive officer (and current executive chairman) and 2018 compensation for our former chairman and chief executive officer.

TABLE OF

Table of CONTENTSContents

and a Code of Business Ethics which, together with our Memorandum and Articles of Association, form the governance framework for the Board and its committees. The Board regularly (and at least annually) reviews its Corporate Governance Guidelines and other corporate governance documents and from time to time revises them when it believes it serves the interests of the Company and its shareholders to do so and in response to changing regulatory and governance requirements and best practices. The following sections provide an overview of our corporate governance structure, including director independence and other criteria we use in selecting director nominees, our Board leadership structure and the responsibilities of the Board and each of its committees.

Printed copies of all of these documents are also available free of charge upon written request to our Investor Relations Group at Accenture, Investor Relations, 1345 Avenue of the Americas, 6th888 Boylston Street, 12^th Floor, New York, New York 10105,Boston, Massachusetts 02199, USA. Accenture’s Code of Business Ethics is applicable to all of our directors, officers and employees. If the Board grants any waivers from our Code of Business Ethics to any of our directors or executive officers, or if we amend our Code of Business Ethics, we will, if required, disclose these matters through our website on a timely basis.

CORPORATE GOVERNANCE PRACTICESCorporate Governance Practices

Accenture has a history of strong corporate governance. We are committed to governance policies and practices that serve the interests of the Company and its shareholders. Over the years, our Board has evolved our practices in the interests of Accenture’s shareholders. Our governance practices and policies include the following, among other things:

We believe it is important that the Board retain flexibility to determine whether these roles should be separate or combined based upon the Board’s assessment of the Company’s needs. The Board recognizes that no single leadership model is right for all companies and at all times, and will continue to evaluate whether to split or combine the roles to ensure our leadership structure continues to be in the best interests of the Company and our shareholders.

In addition, in accordance with our Corporate Governance Guidelines, the independent directors designated Marjorie MagnerGilles Pélisson currently serves as our independent Lead Director, with Gilles Pélisson to succeed her as independent Lead Director, effective at the completion of the Annual Meeting (subject to hisre-election at the Annual Meeting).

Director. The Board believes that the presence of our independent Lead Director who, as described below, has meaningful oversight responsibilities, coupled with an executive chairman and a separate chief executive officer, provides the Company with the optimal leadership to drive the Company forward at this time.

INDEPENDENT LEAD DIRECTOR; EXECUTIVE SESSIONSIndependent Lead Director; Executive Sessions

The independent Lead Director helps ensure there is an appropriate balance between management and the independent directors and that the independent directors are fully informed and able to discuss and debate the issues that they deem important.

In assessing who was best positioned to succeed Marjorie Magner as the independent Lead Director, the Nominating & Governance Committee considered the The responsibilities of the independent Lead Director, (as summarized below) as well aswhich are described in the core skills needed to fulfill this role, including,Company’s Corporate Governance Guidelines, include, among others, each independent director’s ability to lead their fellow independent directors, communication skills, personal effectiveness and sufficient experience and tenure at Accenture.

Marjorie Magner met with each of the independent directors to discuss the criteria, process and potential candidates, and, following these discussions, the independent directors determined to designate Mr. Pélisson as the independent Lead Director to succeed Marjorie Magner upon the completion of the Annual Meeting.

Based on its analysis, the Nominating & Governance Committee recommended, and the Board determined that, other than David Rowland and Julie Sweet, each of our directorsdirector nominees (Jaime Ardila, Herbert Hainer, Marjorie Magner, Nancy McKinstry, Beth E. Mooney, Gilles C. Pélisson, Paula A. Price, Venkata (Murthy) Renduchintala, Arun Sarin, Frank K. Tang and Tracey T. Travis) is independent under all applicable standards, including, with respect to members of the Audit and Compensation Committees, those applicable to such committee service. The Board concurred in these recommendations. In addition, the Board determined that Charles H. Giancarlo,Marjorie Magner, who was not subject tore-appointment at the 20192020 Annual Meeting, was independent during the period heshe served on the Board during fiscal 2019.2020. In reaching its determinations, the Nominating & Governance Committee and the Board considered that during fiscal 2019,2020, Nancy McKinstry, Gilles C. Pélisson, Paula A. Price, Venkata (Murthy) Renduchintala and Tracey T. Travis and Charles H. Giancarlo were employed by organizations that do business with Accenture. The amount received by Accenture or such other organization in each of the last three fiscal years did not exceed the greater of $1 million or 1% of either Accenture’s or such organization’s consolidated gross revenues.

As described above,Oversight of COVID-19 Risks

The risk landscape associated with the COVID-19 pandemic has been, and continues to be, discussed with the full Board as well as each of the Board actively oversees a numbercommittees, as appropriate. Over the course of risks, which include cybersecurity risks. The Audit Committee, which is responsible for risk oversight, is continuallyfiscal year 2020, management regularly updated byour directors on the chief operating officer regarding ERM, including cybersecurity concernspandemic’s impacts to our business and the Company’s approachstrategic, operational and financial risks associated with the pandemic. All directors were invited to managing cybersecurity risks. The chief information security officer also regularly presentsattend committee meetings (for example, Audit and Finance Committee meetings) over the course of the fiscal year to receive updates relating to the Audit Committee regarding cybersecurity.impact of the pandemic on our business. Discussions with the Board and committees have included, among other topics, business continuity, employee health and safety, technology and cybersecurity and demand for our services. Management continues to report to the Board on its response to the pandemic and will identify new risks as they may arise in light of the continuing effects of the COVID-19 pandemic.

BOARD MEETINGSBoard Meetings

During fiscal 2019,2020, the Board held 9met 4 times. In addition, all of our Board members are typically invited to and frequently attend the meetings 5 of our 4 standing committees, as our committee charters provide that non-management directors may attend all committee meetings, but may only vote at meetings of the committees on which they serve. For example, during fiscal 2020 our response to the COVID-19 pandemic was discussed at multiple committee meetings that were held in person.open to and attended by the full Board. The Board expects that its members will rigorously prepare for, attend and participate in all Board and applicable committee meetings and each annual general meeting of shareholders. Directors are also expected to become familiar with Accenture’s organization, management team and operations in connection with discharging their oversight responsibilities.

DIRECTOR ATTENDANCE AT ANNUAL MEETINGSDirector Attendance at Annual Meetings

All of our 11the Board members who servedserving on the Board at the time of our 20192020 annual general meeting of shareholders and were subject to re-appointment at that meeting attended the 20192020 meeting.

COMMITTEES OF THE BOARDCommittees of the Board

The Board currently has an Audit Committee, a Compensation Committee, a Finance Committee4 standing committees: Audit; Compensation; Finance; and a Nominating & Governance Committee.Governance. From time to time, the Board may also create ad hoc or special committees for certain purposes in addition to these 4 standing committees. Each committee consists entirely of independent, non-employee directors. The charter of each committee provides that non-management directors who are not members of such committee may nonetheless attend the meeting of that committee, but may not vote. The table below lists the current membership of each committee and the number of meetings held in fiscal 2019.2020.

In support ofconnection with our belief that diversity with respectefforts to committee tenure is important in order to provide for both fresh perspectivescontinually refresh the Board and deep experience and knowledge of the Company,its committees, in fiscal 2019, Nancy McKinstry2020, Arun Sarin became chair of the Compensation Committee. Effective January 31, 2020, subject to his re-election at the Annual Meeting, Arun Sarin will become the Nominating & Governance Committee chair.and Gilles Pélisson became our independent Lead Director.

		Committees
Board Member		Audit		Compensation		Finance		Nominating & Governance
Jaime Ardila(1)		🌑				C
Herbert Hainer				🌑		🌑
Nancy McKinstry				C				🌑
Beth E. Mooney(2)
Gilles C. Pélisson(3)								🌑
Paula A. Price(1)		C		🌑
Venkata (Murthy) Renduchintala		🌑
Arun Sarin(4)				🌑				C
Frank K. Tang						🌑
Tracey T. Travis(1)		🌑				🌑
Number of Meetings in Fiscal 2020		9		6		4		5

🌑Member CChair

AUDIT

COMMITTEE

FINANCE

COMMITTEE

NOMINATING & GOVERNANCE

COMMITTEE

		BoardCompany’s corporate governance practices and Committee Assessments—A Multi-Step Processprocesses
			CONFIDENTIAL EVALUATIONS		◥
		At least annually, each committee undertakes an evaluation of its performance and the performance of its members, in accordance with its respective committee charter. Each director also undertakes an evaluation of the Board more generally as well as the independent Lead Director.
				INTERVIEWS		◥
				The independent Lead Director and chair of the Nominating & Governance Committee also conduct a candid, in-person self-assessment interview with each Board member, designed to enhance his or her participation and role as a member of the Board, as well as to assess the competencies and skills each individual director is expected to bring to the Board.
				BOARD SUMMARY		◥
				Summaries of the committee, Board and independent Lead Director evaluations are provided to the Board.
				FEEDBACK INCORPORATED		◥
				Policies and practices are updated as appropriate as a result of director feedback.

Board and Committee Assessments – 2020’s Multi-Step Process