Form 8-K IQVIA HOLDINGS INC. For: Feb 13

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February 13, 2023 4:32 PM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: February 13, 2023

______________

IQVIA HOLDINGS INC.

(Exact name of registrant as specified in its charter)

______________


Delaware	001-35907	27-1341991
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2400 Ellis Rd.

Durham, North Carolina 27703

(Address of principal executive offices)

Registrant’s telephone number, including area code: (919) 998-2000

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on which Registered

Common Stock, par value $0.01 per share

“IQV”

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 13, 2023, the Board of Directors (the “Board”) of IQVIA Holdings Inc. (the “Company”) approved and adopted amendments to the Company’s Amended and Restated Bylaws, effective February 13, 2023 (the “Bylaws”) to (i) implement a majority voting standard in uncontested director elections based on feedback received from our stockholders, and in a form consistent with approximately 99% of S&P 500 companies that have adopted a majority voting standard, (ii) update our advance notice provisions to take into account recent rules adopted by the U.S. Securities and Exchange Commission regarding usage of universal proxies and (iii) reflect recent amendments to the Delaware General Corporation Law (the “DGCL”) regarding information provided at stockholder meetings. The amendments also include technical and conforming revisions and clarifications.

The foregoing description of the amendments to the Bylaws is not complete and is qualified in its entirety by reference to the Bylaws, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

3.1

Amended and Restated Bylaws of IQVIA Holdings Inc., effective February 13, 2023.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 13, 2023