Dear Stockholder:
We are
asking for your support at IQVIAs 2021 annual meeting of stockholders by voting in accordance with the recommendations of our Board of Directors on all proposals. In particular, we request your support by voting FOR Proposal
No.
1: Election of Directors, for all nominees. In deciding how to vote on this proposal, we encourage you to read the Compensation Disclosure and Analysis section of our 2021 Proxy Statement, which is available here
, and consider the supplemental information below.
Recommendations of Proxy Advisory Firms
Glass Lewis. Glass Lewis recommends that IQVIA stockholders vote FOR all of our director nominees, in accordance with the recommendation of our Board.
ISS. ISS recommends that IQVIA stockholders vote for Ari Bousbib, our Chairman and Chief Executive Officer, and John Leonard, our Lead Director, and Withhold for
Todd Sisitsky, Chair of our Nominating and Governance Committee and member of our Leadership Development and Compensation Committee (LDC Committee).
In
its report, ISS states that the result of the say-on-pay vote at our 2020 annual meeting warrants the highest degree of responsiveness to stockholders from
our Board. In the report, ISS agrees that our Board acted with the highest degree of responsiveness. In particular, ISS acknowledges, among other things, that IQVIA:
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engaged with stockholders on its compensation program and implemented meaningful changes to the compensation
program made in response to shareholder feedback
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significantly improved disclosure year-over-year, enhanced disclosure
regarding bonus determinations and provided further insight for NEO pay determination
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accelerated the timing of the next stockholder vote on say-on-pay frequency
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Despite acknowledging that IQVIAs Board acted with the highest
degree of responsiveness by implementing changes requested by stockholders and despite the fact that the changes to our annual incentive plan and the related disclosures directly address the principal concerns raised by ISS in prior years,
ISS disregards these facts and bases its Withhold recommendation for Mr. Sisitsky on assertions that IQVIA believes are inaccurate and do not fully represent the facts. Further, some of the factors cited by ISS have been elements of our
executive compensation program for several years and ISS has not commented on them previously.
Finally, ISS recently issued a revised report to add one
statement and that statement contained a clear error.
IQVIAs Response to the ISS Report
1)
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ISS expressed concerns regarding our CEOs relatively high base salary, which it noted has an augmenting effect
on our CEOs target bonus opportunity.
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IQVIA Response: ISSs analysis omits or fails to adequately consider a number of
important facts, including:
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During our meetings with stockholders in 2020, no stockholder identified Mr. Bousbibs base salary as a point of
concern.
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From 2014 through 2018, Mr. Bousbib did not receive a single increase to his base salary, nor were any changes
approved to his target bonus opportunity. Small increases to his base salary were approved in 2019 and in February 2020, which collectively represent a 12.5% overall increase during the 7-year period, or an
average increase of slightly less than 1.8% per year.
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Mr. Bousbib leads a much larger and more complex company than the one he led in 2014. Since 2014, annual revenue has
grown from $2.544 billion to $11.359 billion, approximately, and the number of employees under Mr. Bousbibs leadership has increased from 10,000 to 70,000, approximately.
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2)
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ISS expressed concern regarding the partial COVID-19 related adjustment made
to incentive payouts.
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