IQVIA stockholders approve charter amendment for officer exculpation, elect directors

IQVIA HOLDINGS INC.

Stockholders approved amendment to certificate of incorporation to exculpate officers to fullest extent under Delaware law and remove classified board provisions.
All nine director nominees elected with majority support; Todd B. Sisitsky received 131.7M for, 20.6M against.
Advisory vote on 2024 executive compensation passed with 125.6M for, 26.2M against.
Stockholder proposal on special meetings failed with 66.2M for, 86.0M against.
PricewaterhouseCoopers ratified as independent auditor for 2025 with 145.6M for, 14.7M against.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

IQVIA HOLDINGS INC.: Amended the Amended and Restated Certificate of Incorporation to provide officer exculpation to the fullest extent permitted by Delaware law and remove obsolete classified board provisions, effective upon filing (effective 2025-04-24).

Change: charter amendment
Effective: 2025-04-24

Exact text from the filing

On April 24, 2025, IQVIA Holdings Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders. Among other matters, stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to provide for the exculpation from liability for certain officers of the Company to the fullest extent permitted by Delaware law and to remove obsolete provisions relating to the Company’s previous classified board structure.

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IQVIA HOLDINGS INC. filing history →

Source: SEC EDGAR

accession 0001193125-25-093687

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