UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of report (date of earliest event reported):
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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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 1, 2023, the stockholders of ACI Worldwide, Inc. (the “Company”), upon recommendation of the Company’s Board of Directors (the “Board”), approved the amendment and restatement of the ACI Worldwide, Inc. 2020 Equity and Incentive Compensation Plan (as amended and restated, the “Plan”) to, among other items, increase the number of shares of common stock available for issuance under the Plan by 4,960,000 shares and extend the term of the Plan to June 1, 2033, the tenth anniversary of the stockholder approval date. The Company’s executive officers are eligible to participate in the Plan.
The description of the Plan is qualified in its entirety by reference to the full text of the Plan, which is incorporated by reference as Exhibit 10.1 of this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on June 1, 2023. At the Annual Meeting, the stockholders voted on the following five proposals which are further described in the 2023 Proxy Statement.
Proposal 1: The stockholders elected each of the following seven nominees to the Board of Directors to hold office until the 2024 Annual Meeting of Stockholders.
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Janet O. Estep |
92,840,801 | 5,645,318 | 92,111 | 3,851,924 | ||||||||||||
| James C. Hale III |
89,842,033 | 8,657,015 | 79,182 | 3,851,924 | ||||||||||||
| Mary P. Harman |
90,338,035 | 8,150,908 | 89,287 | 3,851,924 | ||||||||||||
| Charles E. Peters, Jr. |
92,628,575 | 5,872,754 | 76,901 | 3,851,924 | ||||||||||||
| Adalio T. Sanchez |
87,578,921 | 10,924,465 | 74,844 | 3,851,924 | ||||||||||||
| Thomas W. Warsop III |
97,007,894 | 1,499,799 | 70,537 | 3,851,924 | ||||||||||||
| Samir M. Zabaneh |
95,198,185 | 3,288,182 | 91,863 | 3,851,924 | ||||||||||||
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, 2023.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 101,080,658 | 1,271,139 | 78,357 | 0 |
Proposal 3: The stockholders approved, on an advisory basis, the named executive compensation as described in the 2023 Proxy Statement.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 93,166,340 | 5,158,534 | 253,356 | 3,851,924 |
Proposal 4: The stockholders approved, on an advisory basis, that an advisory vote on the compensation of the Company’s named executive officers be held every year.
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||
| 93,627,860 | 23,093 | 4,458,655 | 468,622 | 3,851,924 |
Proposal 5: The stockholders approved the amendment and restatement of the ACI Worldwide, Inc. 2020 Equity and Incentive Compensation Plan.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 94,705,622 | 3,789,963 | 82,645 | 3,851,924 |
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed with this report on Form 8-K:
| Exhibit |
Description | |
| 10.1 | ACI Worldwide, Inc. 2020 Equity and Incentive Compensation Plan (amended and restated effective June 1, 2023) (incorporated by reference to Appendix B to the Registrant’s Proxy Statement dated April 18, 2023) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, ACI WORLDWIDE, INC. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 5, 2023
| ACI WORLDWIDE, INC. | ||
| By: | /s/ Dennis B. Byrnes | |
| Name: | Dennis B. Byrnes | |
| Title: | Executive Vice President and General Counsel | |
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Document and Entity Information |
Jun. 01, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0000935036 |
| Document Type | 8-K |
| Document Period End Date | Jun. 01, 2023 |
| Entity Registrant Name | ACI WORLDWIDE, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 0-25346 |
| Entity Tax Identification Number | 47-0772104 |
| Entity Address, Address Line One | 2811 Ponce de Leon Blvd. |
| Entity Address, Address Line Two | PH1 |
| Entity Address, City or Town | Coral Gables |
| Entity Address, State or Province | FL |
| Entity Address, Postal Zip Code | 33134 |
| City Area Code | (305) |
| Local Phone Number | 894-2200 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.005 per share |
| Trading Symbol | ACIW |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |