IQVIA Holdings | Improve Shareholder Ability to Call for a Special Shareholder Meeting at IQVIA Holdings

Status
Filed
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
IQV
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Health Care
Company HQ country
United States
Resolved clause
Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company
governing documents to give the owners of a combined 10% of our outstanding common stock the power
to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed
by state law, the power to call a special shareholder meeting. This includes that all the requirements for
shareholders to call a special shareholder meeting be included in the bylaws.
Supporting statement
This proposal addresses the unfortunate IQVIA Holdings Board’s bait-and-switch gamesmanship at the
2023 IQV annual meeting. At this 2023 meeting there was an IQV Board of Directors proposal for 25% of
shareholders to call for a special shareholder meeting. However IQV shareholders would have to read 900-
words of the Board’s proposal description to learn that there was a major restriction attached to the 25%
figure. The major restriction was that all shares not owned for a full continuous year would be excluded.
This means that if 33% of IQV shares are owned for less than a year it would require 40% of the eligible
shares to call for a special shareholder meeting. The IQV Board of Directors could have been upfront in
acknowledging that their 25% figure can mandate a requirement of 40% of eligible IQV shares. A
potential 40% requirement makes the current ability to call for a special shareholder meeting almost
impossible to use.
Please vote yes:
Improve Shareholder Ability to Call for a Special Shareholder Meeting – Proposal 5

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