Form 8-K

 

 

 

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): June 8, 2015

 

 

ACI WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-25346   47-0772104

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

3520 Kraft Rd, Suite 300

Naples, FL 34105

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (239) 403-4600

(Former Name or Former Address, if Changed Since Last Report) N/A

 

 

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 (see General Instruction A.2. below):

 

¨ 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))

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 9, 2015, the Compensation and Leadership Development Committee (the “Compensation Committee”) of the Board of Directors of ACI Worldwide, Inc. (the “Company”) granted awards of performance-based restricted shares (“Performance-Based Restricted Shares”) to certain employees in order to deliver competitive compensation tied to Company performance. The Performance-Based Restricted Shares were granted using the Company’s form of Performance-Based Restricted Share Agreement, attached hereto as Exhibit 10.1, which the Compensation Committee approved on June 9, 2015.

Each of the following named executive officers was granted the number of Performance-Based Restricted Shares reflected in the following table:

 

Name   

Number of Target

Performance-Based Restricted

Shares

(assumes 100%

attainment of

performance goals)

  

Philip G. Heasley, President and Chief Executive Officer

      130,053   

Scott W. Behrens, Senior Executive Vice President, Chief Financial Officer and Chief Accounting Officer

      43,350   

Daniel Frate, Group President, Strategic Products & Global Markets

      43,350   

Carolyn Homberger, Group President, Customer Management and Maintenance

      8,236   

Apratim Purakayastha, Group President, ACI On-Demand

      8,236   

One-third of the Performance-Based Restricted Shares are subject to the Company achieving performance goals related to earnings before interest, taxes, depreciation and amortization (“EBITDA”) in fiscal 2015, and two-thirds of the Performance-Based Restricted Shares are subject to the Company achieving performance goals related to EBITDA in fiscal 2016. The Performance-Based Restricted Shares are also contingent upon continued employment, generally vesting ratably over a three-year period.

The Performance-Based Restricted Shares will generally vest only if the applicable EBITDA threshold performance goal for the applicable period is met or exceeded. If the Company achieves the applicable EBITDA threshold performance level for the applicable period, then the Performance-Based Restricted Shares will vest based on a performance matrix that provides 75% of the Performance-Based Restricted Shares for the applicable period vest for threshold performance, 100% of the awarded Performance-Based Restricted Shares for the applicable period vest for target performance and 150% of the Performance-Based Restricted Shares for the applicable period vest for performance at or above the maximum level. If the Company’s EBITDA performance goals fall between the specified percentage ranges set forth in the performance matrix, the Compensation Committee will determine the vesting percentage and the number of vested shares by mathematical interpolation, rounded to the nearest whole share.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2015 annual meeting of stockholders on June 8, 2015. At the annual meeting, the stockholders voted on the following three proposals, which are further described in the 2015 proxy statement.

Proposal 1: The stockholders elected each of the following eight nominees to the Board of Directors to hold office until the 2016 annual meeting of stockholders.

 

Nominee    Votes For      Votes Withheld/Abstentions      Broker Non-Votes  

Philip G. Heasley

      104,577,716         2,389,643         3,935,822   

James C. McGroddy

      105,100,740         1,846,619         3,935,822   

Charles E. Peters, Jr.

      105,027,638         1,919,720         3,935,823   

David A. Poe

      105,113,445         1,824,752         3,944,984   

Adalio T. Sanchez

      105,025,662         1,912,535         3,944,984   

John M. Shay, Jr.

      105,111,429         1,826,768         3,944,984   

Jan H. Suwinski

      105,100,425         1,837,722         3,944,984   

Thomas W. Warsop III

      105,031,461         1,906,736         3,944,984   

Proposal 2: The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.

 

Votes For   Votes Against   Abstentions

110,546,017

   49,629   287,535

Proposal 3: The stockholders approved, on an advisory basis, the named executive officer compensation as described in the 2015 Proxy Statement.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes

100,572,124

   5,164,959   1,201,114   3,944,984

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

  10.1 Form of 2015 Performance-Based Restricted Shares Agreement under the Company’s 2005 Equity and Performance Incentive Plan, as amended.

SIGNATURES

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

 

ACI WORLDWIDE, INC.
Dated: June 12, 2015 By:

/s/ Dennis P. Byrnes

Dennis P. Byrnes
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

INDEX TO EXHIBITS

 

Exhibit

No.

   

Description

10.1    Form of 2015 Performance-Based Restricted Shares Agreement under the Company’s 2005 Equity and Performance Incentive Plan, as amended.