AMDOCS LIMITED
PROXY STATEMENT
ANNUAL
GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, JANUARY 26, 2018
References in this Proxy Statement to Amdocs, we, our and us refer to Amdocs Limited and
its consolidated subsidiaries and their respective predecessors.
This Proxy Statement and the accompanying proxy are being furnished
to shareholders of Amdocs Limited, a company organized under the laws of Guernsey, in connection with the solicitation by its Board of Directors of proxies from holders of its outstanding ordinary shares, par value £0.01 per share, for use at
the annual general meeting of shareholders to be held at 11:00 a.m., local time, on Friday, January 26, 2018, at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York, or at any adjournments thereof (the
General Meeting).
This Proxy Statement and the accompanying proxy are first being mailed or delivered to our shareholders on
or about December 20, 2017.
At the General Meeting, the holders of our ordinary shares as of the close of business on
November 30, 2017 (the Record Date) will be asked to take the following actions:
1. Elect 11 directors to
serve until the next annual general meeting of shareholders or until their earlier resignation or removal or successors are elected and qualified (Proposal I);
2. Approve an increase in the dividend rate under our quarterly cash dividend program from $0.22 per share to $0.25 per share
(Proposal II);
3. Approve our Consolidated Financial Statements for the fiscal year ended September 30, 2017
(Proposal III); and
4. Ratify and approve the appointment of Ernst & Young LLP as our independent registered
public accounting firm for the fiscal year ending September 30, 2018, and until the next annual general meeting, and authorize the Audit Committee of the Board of Directors to fix the remuneration of such independent registered public
accounting firm in accordance with the nature and extent of its services (Proposal IV).
The proxy confers discretionary authority with
respect to any amendments or modifications of proposals that properly may be brought before the General Meeting. As of the date hereof, we are not aware of any such amendments or modifications or other matters to be presented for action at the
General Meeting. However, if any other matters properly come before the General Meeting, the proxies solicited hereby will be exercised on such matters in accordance with the reasonable judgment of the proxy holders.
As of the Record Date, Amdocs had outstanding 143,914,331 ordinary shares. Each ordinary share is entitled to one vote on all matters
presented at the General Meeting. Only holders of record of ordinary shares at the close of business on the Record Date are entitled to notice of, and to vote at, the General Meeting. Votes cast in person or by proxy at the General Meeting will be
tabulated by the inspector of elections appointed for the General Meeting who will also determine whether a quorum is present for the transaction of business. Two or more shareholders of record, together holding a majority of our outstanding
ordinary shares present in person or represented by proxy, shall constitute a quorum for purposes of the General Meeting.
Approval of
Proposals I, II, III and IV requires the affirmative vote of a majority of our ordinary shares voted in person or by proxy at the General Meeting.
The enclosed proxy provides that each shareholder may specify that his, her or its ordinary shares be voted for,
against or abstain from voting for each of the director nominees named in Proposal I and with respect