IQVIA Holdings Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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 (Date of earliest event reported): April 24, 2025

IQVIA HOLDINGS INC.

(Exact name of registrant as specified in its charter)

2400 Ellis Road

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:

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

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. ☐

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. The amendment to the Charter was previously approved by the Company’s board of directors, subject to stockholder approval. The amendment to the Charter became effective upon the filing of an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on April 24, 2025.

The foregoing description of the amendment to the Charter is not complete and is qualified in its entirety by reference to the Amended and Restated Certificate of Incorporation effective as of April 24, 2025, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

As discussed under Item 5.03 of this Current Report on Form 8-K, on April 24, 2025, the Company held its 2025 Annual Meeting of Stockholders. As of February 24, 2025, the record date for the meeting, there were 176,315,036 shares of the Company’s common stock outstanding and entitled to vote on all matters. At the meeting, stockholders voted on the following proposals:

Proposal No. 1 – The following nominees were elected by majority vote to serve on the Company’s board of directors for one-year terms based upon the following votes:

Proposal No. 2 – An advisory (non-binding) vote to approve the 2024 compensation of the Company’s named executive officers received the following votes:

Proposal No. 3 – The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, was ratified based upon the following votes:

Proposal No. 4 – The Company’s proposal to approve an amendment to the Charter regarding officer exculpation was approved by stockholders based upon the following votes:

Proposal No. 5 – An advisory (non-binding) stockholder proposal concerning special stockholder meetings received the following votes:

(d) Exhibits

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: April 24, 2025