IQVIA HOLDINGS INC.
Shareholder Proposals
Item 5
Adopt an enduring policy to separate the roles of Chairman and CEO and require the Board Chair to be an independent director.
The proposal asks the Board to adopt a formal policy (and amend governing documents if necessary) to separate the Chair and Chief Executive Officer roles and to require the Board Chair to be an independent director. The proposal would allow the Board to appoint an interim chair if needed and contemplates phased implementation (for example, upon CEO contract renewal or next CEO transition). The proponent argues that an independent chair would strengthen oversight, reduce conflicts of interest, and improve accountability and transparency. The supporting statement cites recent stock performance, analyst commentary about profitability and leverage, and competitive pressures as rationale for adopting the change.