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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Acxiom Holdngs (delisted) | NASDAQ:ACXM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 48.48 | 48.34 | 51.50 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Acxiom Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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TUESDAY, AUGUST 9, 2016
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10:30 A.M. (CDT)
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www.virtualshareholdermeeting.com/ACXM16
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Notice of Annual Meeting of Stockholders
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1. | To elect as directors the three nominees named in the attached Proxy Statement for a three-year term expiring in 2019; |
2. | To approve, on an advisory basis, the compensation of our named executive officers; |
3. | To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2017; and |
4. | To transact any other business that may properly come before the meeting or any postponement or adjournment thereof. |
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Proxy Statement
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Q: | Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? |
A: | Under rules adopted by the Securities and Exchange Commission (the "SEC"), the Company has elected to provide access to its proxy materials over the Internet. Accordingly, on or about June 24, 2016, the Company sent a notice of Internet availability of proxy materials to the Company's stockholders of record and beneficial owners, except for stockholders who have requested otherwise. All stockholders will have the ability to access the proxy materials on the website referred to in the notice. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the notice. In addition, stockholders may request to receive proxy materials electronically by email on an ongoing basis. The Company encourages you to take advantage of the electronic availability of the proxy materials in order to help reduce costs and to reduce the impact on the environment. |
Q: | Who can vote at the 2016 Annual Meeting? |
A: | Holders of record of Acxiom common stock at the close of business on June 13, 2016 (the record date for the 2016 Annual Meeting) are entitled to vote their shares of common stock owned as of that date at the 2016 Annual Meeting or any postponement or adjournment thereof. On the record date for the 2016 Annual Meeting, there were 77,796,259 shares of the Company's common stock outstanding and entitled to vote. A list of our stockholders will be available for review at our principal offices, 601 E. Third Street, P.O. Box 8190, Little Rock, Arkansas 72203-8190, for at least 10 days prior to the 2016 Annual Meeting. |
Q: | How many shares may I vote? |
A: | You may vote all of the shares of Acxiom common stock you held as of the record date, June 13, 2016, including (1) shares held directly in your name as the stockholder of record, (2) shares held for you as the beneficial owner in street name through a stockbroker or bank, and (3) shares purchased through Acxiom's 401(k) Retirement Savings Plan and/or employee stock purchase plan. |
Q: | How can I attend the 2016 Annual Meeting? |
A: | Stockholders may attend the 2016 Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/ACXM16. While all Acxiom stockholders will be permitted to listen to the 2016 Annual Meeting, only stockholders of record and beneficial owners as of the close of business on the record date, June 13, 2016, may vote and ask questions during the meeting. In order to vote or submit a question during the meeting, you will need to follow the instructions posted at www.proxyvote.com and www.virtualshareholdermeeting.com/ACXM16 and will need the control number included on your notice of Internet availability of the proxy materials or proxy card. Broadridge Financial Solutions, Inc. is hosting the 2016 Annual Meeting and, on the date of the meeting, will be available via telephone at 1-855-449-0991 toll free (1-720-378-5962 international), to answer your questions regarding how to attend and participate in the 2016 Annual Meeting virtually via the Internet. |
Q: | What is the difference between a stockholder of record and a beneficial owner of shares held in street name? |
A: | Beneficial owners . Most Acxiom stockholders hold their shares through a broker, bank or other nominee (that is, in "street name") rather than directly in their own name. If you hold your shares in street name, you are a "beneficial owner," and a notice of Internet availability of proxy materials or a full set of the proxy materials, together with a voting instruction form, will be forwarded to you by your broker, bank or other nominee. |
Q: | How can I vote my shares? |
A: | There are four ways to vote: |
• | By Internet. You can submit a proxy over the Internet to vote your shares by following the instructions provided either in the notice of Internet availability of proxy materials or on the proxy card or voting instruction form you received if you requested and received a full set of the proxy materials by mail or email. |
• | By telephone. If you requested and received a full set of the proxy materials by mail or email, you can submit a proxy over the telephone following the instructions provided on the proxy card or voting instruction form accompanying the proxy materials you received. If you received a notice of Internet availability of proxy materials only, you can submit a proxy over the telephone to vote your shares by following the instructions at the Internet website address referred to in the notice. |
• | By mail. If you requested and received a full set of the proxy materials by mail or email, you can submit a proxy by mail to vote your shares by completing, signing and returning the proxy card or voting instruction form accompanying the proxy materials you received. |
• | During the meeting . You may vote virtually via the Internet during the 2016 Annual Meeting. If you desire to vote during the meeting, please follow the instructions for attending and voting during the 2016 Annual Meeting posted at www.virtualshareholdermeeting.com/ACXM16. Beneficial owners must obtain a legal proxy from their broker, bank or other nominee to vote during the meeting. Follow the instructions from your broker, bank or other nominee included with the notice of internet availability or proxy materials, or contact your broker, bank or other nominee, to request a legal proxy. All votes must be received by the independent inspector before the polls close during the meeting. |
Q: | How do I vote if I hold my shares as a participant in Acxiom's 401(k) Retirement Savings Plan? |
A: | If you hold shares as a participant in Acxiom's 401(k) Retirement Savings Plan, you must submit your vote to the Plan's trustee no later than 11:59 p.m. CDT on August 3, 2016 in order to allow sufficient time for your vote to be tabulated by the trustee. You also may revoke or change your voting instruction at any time prior to the cut-off time. Due to the tabulation requirements of the plan administrator, participants in Acxiom's 401(k) Retirement Savings Plan may not vote their shares during the meeting. |
Q: | Can I change my vote? |
A: | Any stockholder, other than a participant in Acxiom's 401(k) Retirement Savings Plan, executing a proxy retains the right to revoke it at any time prior to the final vote at the 2016 Annual Meeting. You may revoke your proxy and vote again by (i) delivering a notice of revocation or delivering a later-dated proxy to Acxiom's Corporate Secretary at Acxiom Corporation, 601 E. Third Street, P.O. Box 8190, Little Rock, Arkansas 72203-8190; (ii) submitting another vote over the Internet or by telephone; or (iii) by attending and voting, virtually via the Internet, during the 2016 Annual Meeting. However, your attendance during the 2016 Annual Meeting will not automatically revoke your proxy unless you specifically so request. A stockholder's last vote is the vote that will be counted. |
Q: | Who will count the votes? |
A: | A representative of Broadridge Financial Solutions, Inc. will count the votes and will serve as the inspector of the election. |
Q: | What does it mean if I receive more than one proxy card or voting instruction form? |
A: | If your shares are registered differently, or if they are held in more than one account, you will receive more than one proxy card or voting instruction form. Please follow the instructions on each proxy card or voting instruction form to ensure that all of your shares are voted. Please sign each proxy card exactly as your name appears on the card. For joint accounts, each owner should sign the proxy card. When signing as executor, administrator, attorney, trustee, guardian, etc., please print your full title on the proxy card. |
Q: | What is the quorum requirement for the 2016 Annual Meeting? |
A: | The presence, virtually via the Internet or by proxy, of the holders of a majority of the shares of common stock issued and outstanding as of the record date is required to establish a quorum at the 2016 Annual Meeting. If a quorum is established, each holder of common stock shall be entitled to one vote on the matters presented at the 2016 Annual Meeting for each share of common stock outstanding in his or her name. |
Q: | What items of business will be presented at the 2016 Annual Meeting? |
A: | The following matters will be presented for stockholder consideration and voting at the 2016 Annual Meeting: |
1. | The election of three director nominees named in this Proxy Statement for a three-year term expiring in 2019; |
2. | An advisory vote approving the compensation of our named executive officers; and |
3. | The ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2017. |
Q: | What vote is required to pass each item of business? |
A : | The stockholder vote required to approve each proposal is set forth below: |
Proposal
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Votes Required
for Approval
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1.
Election of directors
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Majority of votes cast
for each nominee* |
2.
Advisory vote to approve executive compensation
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Majority of votes
cast* |
3.
Ratification of auditors
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Majority of votes
cast* |
* | A majority of votes cast means that the number of votes cast "for" a director nominee's election or a proposal must exceed the number of votes cast "against" it. |
Q: | How are proxies voted? |
A: | All shares represented by valid proxies received prior to the 2016 Annual Meeting will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder's instructions. |
Q: | What happens if I do not give specific voting instructions? |
A: | Stockholders of record. If you are a stockholder of record and you sign and return a proxy card without giving specific voting instructions or you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the 2016 Annual Meeting. |
Q: | Which items of business are considered "routine" and "non-routine"? |
A: | The election of directors (Proposal No. 1) and the advisory vote regarding the Company's executive compensation (Proposal No. 2) are considered to be non-routine matters under applicable rules and, therefore, a broker or other nominee may not vote on these matters without instructions from the beneficial owner. Consequently, there may be broker non-votes with respect to these proposals. On the other hand, the ratification of KPMG LLP (Proposal No. 3) is considered a routine matter, and a broker or other nominee may vote without instructions and broker non-votes are not expected to occur with respect to this proposal. |
Q: | How are broker non-votes and abstentions treated? |
A: | Broker non-votes and abstentions (which occur when a stockholder chooses to abstain from voting on any or all proposals) are counted for purposes of determining whether a quorum is present. However, broker non-votes and abstentions will have no effect on any proposals to be presented at the 2016 Annual Meeting because they are not considered "votes cast" under the majority-of-votes-cast voting standard applicable to each proposal. |
Q: | Who can help answer my questions? |
A: | If you have any questions about the 2016 Annual Meeting or how to vote your shares, please contact The Proxy Advisory Group, LLC, which has been retained to assist us in the distribution and solicitation of proxies, by mail or by telephone at: |
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Skills and Qualifications
Mr. Cadogan's qualifications to serve on the Board include his extensive experience in the fields of digital advertising and technology as well as his years of management experience. As the chief executive officer of a digital advertising business, Mr. Cadogan has extensive insight into managing complex business operations and overseeing business risk.
Mr. Cadogan is the chief executive officer of OpenX Technologies, Inc., one of the world's leading providers of digital advertising technology, enabling businesses to manage and maximize their advertising revenue. From 2003–2008 Mr. Cadogan served as senior vice president of Global Advertising Marketplaces at Yahoo! (NASDAQ: YHOO) where he oversaw the primary advertising product lines including display, search and video. Previously at Yahoo!, he was vice president of search where he was responsible for both the consumer search and the paid search businesses. Prior to joining Yahoo!, Mr. Cadogan was vice president of search at Overture (formerly GoTo.com), a consultant at The Boston Consulting Group, and a consultant at McKinsey & Company. He holds a BSc degree from The London School of Economics, an MPhil degree in international relations from Oxford University, and an MBA from Stanford University.
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Timothy R. Cadogan
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Age 45
Director since 2012
Committees:
Audit/Finance, Compensation
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Skills and Qualifications
Mr. Dillard's qualifications to serve on our Board include his experience as the chairman and CEO of a public company, his financial acumen, and his service on the boards of other public companies. Mr. Dillard's understanding of corporate planning, risk management, executive compensation, and capital markets are an invaluable asset to our Board. Based upon his service as a chief executive officer and his financial sophistication, Mr. Dillard is deemed to be an "audit committee financial expert," as defined by the rules of the SEC.
Mr. Dillard has served as a member of the Dillard's, Inc. (NYSE: DDS) board of directors since 1968 and currently serves as the chairman of the board and chief executive officer of Dillard's, Inc., a chain of traditional department stores based in Little Rock, Arkansas, with one internet store, 272 store locations and 24 clearance centers in 29 states. Mr. Dillard is also a director of Barnes & Noble, Inc. (NYSE: BKS). He served as the Company's lead independent director from 2006–2007. He holds a bachelor's degree in business administration from the University of Arkansas and an MBA from Harvard University.
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William T. Dillard II
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Age 71
Director since 1988
Committees:
Audit/Finance, Compensation
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Skills and Qualifications
The Board of Directors believes it is important for Acxiom's chief executive officer to serve as a member of the Board, as the CEO is in a unique position to understand the challenges and issues facing the Company. Among Mr. Howe's qualifications are his demonstrated leadership skills and his prior work experience, including over a decade of corporate leadership in the digital advertising industry, which qualify him to serve both as CEO and as a director.
Mr. Howe joined the Company in 2011 as its Chief Executive Officer and President. Prior to joining Acxiom, he served as corporate vice president of Microsoft Advertising Business Group from 2007–2010. In this role, he managed a multi-billion dollar business encompassing all emerging businesses related to online advertising, including search, display, ad networks, in-game, mobile, digital cable and a variety of enterprise software applications. Mr. Howe was employed from 1999–2007 as an executive and later as a corporate officer at aQuantive, Inc. where he managed three lines of business, including Avenue A|Razorfish (a leading Seattle-based global consultancy in digital marketing and technology), DRIVE Performance Media (now Microsoft Media Network), and Atlas International (an adserving technology now owned by Facebook). Earlier in his career, he was with The Boston Consulting Group and Kidder, Peabody & Company, Inc. He serves as a director of Blue Nile, Inc. (NASDAQ: NILE), a leading online retailer of diamonds and fine jewelry, and the Center for Medical Weight Loss. He previously served on the board of the Internet Advertising Bureau (IAB). He is a
magna cum laude
graduate of Princeton University, where he earned a degree in economics, and he holds an MBA from Harvard University.
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Scott E. Howe
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Age 48
Director since 2011
Committee:
Executive (Chair)
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Skills and Qualifications
As an entrepreneur with an extensive background in digital publishing and digital advertising, Mr. Battelle provides the Board with a unique blend of media—related and digital experience that assists the Company in executing its growth strategy. In addition, his operational and advisory roles with various media businesses qualify him to serve on the Board.
Mr. Battelle is an entrepreneur, journalist, professor and author who has founded or co-founded various online, conference, magazine and other media businesses. He serves as executive chair of the board of directors of sovrn Holdings, a programmatic advertising and publisher platform that connects publishers with monetization solutions. He is also the founder/executive chair and CEO of NewCo Platform, Inc., a disruptive conference model and media platform which provides executives, entrepreneurs and investors with personal experiences inside some of the most important companies worldwide. In 2005, Mr. Battelle founded the Internet media company Federated Media Publishing, where he served as chairman and CEO until its sale to LIN Media in early 2014. He currently serves as a director for Chute, a venture-backed company that provides the tools to capture, manage and display media. He founded and served as executive producer of the Web 2 Summit and maintains Searchblog, an ongoing daily site which covers the intersection of media, technology and culture at www.battellemedia.com. From 2001–2004 he occupied the Bloomberg chair in Business Journalism for the Graduate School of Journalism at the University of California, Berkeley. He was the founder and served from 1997–2001 as chairman and CEO of Standard Media International (SMI) and as publisher of
The Industry Standard
and
TheStandard.com
. Prior to that, he was a co-founding editor of
Wired
magazine and Wired Ventures. Mr. Battelle previously served on the board of directors of the Internet Advertising Bureau and was a founding board member of the Online Publishers Association. In 2005, he authored
The Search: How Google and Its Rivals Rewrote the Rules of Business and Transformed Our Culture
(Penguin/Portfolio), an international bestseller published in more than 25 languages. His next book,
If/Then
, is due for publication in 2016. He is considered to be an expert in the field of media and technology, and has appeared on national and international news channels such as CBS, BBC, CNN, PBS, Discovery and CNBC. Honors and awards include: "Global Leader for Tomorrow" and "Young Global Leader" by the World Economic Forum in Davos, Switzerland; a finalist in the 2000 "Entrepreneur of the Year" competition by Ernst & Young; "Innovator – One of Ten Best Marketers in the Business" by
Advertising Age
; and one of the "Most Important People on The Web" by
PCWorld
. Mr. Battelle holds a bachelor's degree in anthropology and a master's degree in journalism from the University of California, Berkeley.
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John L. Battelle
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Age 50
Director since 2012
Committee:
Governance/Nominating
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Skills and Qualifications
As the chief marketing officer of one of the country's top insurance companies, Ms. Tomlin's extensive marketing background qualifies her to serve on our Board. In addition, her in-depth knowledge of two of the Company's primary client industries, insurance and banking, offer opportunities for the Board to obtain insights into the Company's strategies from a customer perspective.
Ms. Tomlin joined the Acxiom Board in March 2016. Since 2013, she has served as chief marketing and distribution officer for CSAA Insurance Group, a major provider of AAA-branded insurance, and served as chief marketing officer of CSAA Insurance Group from 2012-2013. Ms. Tomlin leads marketing and distribution, including brand; marketing analytics and market research; customer experience management; AAA club and agency operations and relationships; and direct marketing and sales. Previously, from 2007
–
2012 Ms. Tomlin held several senior leadership positions, including vice president of marketing, with Capital One Financial Corp. (NYSE: COF), where she headed commercial banking, retail marketing and sponsorships. She led Capital One's regional marketing effort, leveraging the footprint and deep community roots of the bank's local markets. Prior to that role, she led the marketing strategy for Capital One's national small business credit cards. Before joining Capital One, Ms. Tomlin held the roles of senior marketing officer and head of corporate brand for USAA Insurance Company, where she designed and delivered industry-recognized programs in marketing and customer management. Prior to USAA, she held numerous marketing positions, including chief marketing officer, at LOMA, an Atlanta-based international organization that provides consulting services for distribution, operational management, and education training for global financial services companies. Ms. Tomlin serves on the board of directors of the YMCA of San Francisco. She is a former member of the board of the Amyotrophic Lateral Sclerosis (ALS) Society of Georgia. She is also active in numerous marketing organizations and has been repeatedly honored by the
San Francisco Business Times
as one of the Bay Area's Most Influential Women in Business. Ms. Tomlin holds a bachelor's degree in English from Siena College and a master's degree in political science from North Carolina State University.
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Debora B. Tomlin
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Age 47
Director since 2016
Committee(s):
(To be assigned in August 2016)
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• | Acxiom purchased data from sovrn Holdings, LLC ("sovrn"), for which director John L. Battelle serves as executive chair of sovrn's board of directors. The charges to Acxiom, which were based on sovrn's standard rates, totaled approximately $259,000 in the last fiscal year. This amount represents approximately 0.03% of Acxiom's total annual revenue and approximately 0.23% of sovrn's total annual revenue. |
• | Acxiom provided marketing services to Dillard's, Inc. ("Dillard's"), of which director William T. Dillard II is the chairman and CEO. The charges for the services, which were based on Acxiom's standard rates, totaled approximately $197,500 in the last fiscal year. This amount represents approximately 0.02% of Acxiom's total annual revenue and approximately 0.003% of Dillard's total annual revenue. |
• | Acxiom provided data and marketing services to comScore, Inc. ("comScore"), of which director William J. Henderson is a non-employee director. The charges for the data and services, which were based on Acxiom's standard rates, totaled approximately $268,650 in the last fiscal year. This amount represents approximately 0.03% of Acxiom's total annual revenue and approximately 0.07% of comScore's total annual revenue. Acxiom purchased a digital media subscription from comScore. The charges to Acxiom, which were based on comScore's standard rates, totaled approximately $81,000 in the last fiscal year. This amount represents approximately 0.009% of Acxiom's total annual revenue and approximately 0.002% of comScore's total annual revenue. |
|
Committee Memberships
|
|||
Board Member
|
Audit/
Finance
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Compensation
|
Executive
|
Governance/
Nominating
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Jerry D. Gramaglia,
Chairman
|
-
|
-
|
|
|
John L. Battelle
|
-
|
-
|
-
|
|
Timothy R. Cadogan
|
|
|
-
|
-
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William T. Dillard II
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|
|
-
|
-
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Richard P. Fox
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|
|
|
-
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Clark M. Kokich
|
|
-
|
-
|
|
William J. Henderson
|
-
|
|
-
|
|
Scott E. Howe
|
-
|
-
|
|
-
|
Debora B. Tomlin
|
-
|
-
|
-
|
-
|
Meetings held in fiscal 2016
|
7
|
5
|
-
|
3
|
Written consents in fiscal 2016
|
-
|
3
|
1
|
1
|
• | align leadership compensation with the business strategy, values and management initiatives |
• | align Company executives' interests with stockholders' interests |
• | motivate executives to achieve the highest level of performance |
• | provide a strong link between pay and performance |
• | attract and retain the best executives through competitive, market-based plans |
|
2016
|
2015
|
Audit Fees (including quarterly reviews)
1
|
$
|
2,326,000
|
$
|
2,252,000
|
||||
Audit-Related Fees
2
|
687,000
|
992,000
|
||||||
Tax Fees
3
|
64,000
|
175,000
|
||||||
All Other Fees
4
|
29,000
|
134,000
|
||||||
Total
|
$
|
3,106,000
|
$
|
3,553,000
|
1 | Audit fees relate to professional services rendered in connection with the audit of our annual financial statements, the audit of our internal control over financial reporting, quarterly reviews of financial statements included in our Forms 10-Q and 10-K, and audit services provided in connection with other statutory and regulatory filings. |
2 | Audit-related fees include professional services related to our SSAE16 (service organization) audits, audit services provided to one of our divisions and to the audit of our 401(k) retirement plan. |
3 | Tax fees include professional services rendered in connection with tax compliance and preparation relating to our tax audits, international tax compliance and tax consulting. We do not engage KPMG to perform personal tax services for our executive officers. |
4 | Other fees include other permitted professional advisory services. |
• | each of our directors, nominees and named executive officers individually; |
• | all of our directors, nominees and executive officers as a group; and |
• | each person who is known to us to beneficially own more than 5% of our common stock. |
Beneficial Owner
|
Shares
Beneficially Owned |
Percentage
of Class |
John L. Battelle
|
24,727
|
*
|
||||||
Timothy R. Cadogan
|
26,010
|
*
|
||||||
William T. Dillard II
|
134,362
|
1
|
*
|
|||||
Richard E. Erwin
|
58,373
|
2
|
*
|
|||||
Richard P. Fox
|
26,692
|
*
|
||||||
Jerry D. Gramaglia
|
85,265
|
*
|
||||||
William J. Henderson
|
58,975
|
1
|
*
|
|||||
Scott E. Howe
|
1,033,862
|
3
|
*
|
|||||
Warren C. Jenson
|
424,141
|
4
|
*
|
|||||
Jerry C. Jones
|
338,471
|
5
|
*
|
|||||
Clark M. Kokich
|
79,143
|
*
|
||||||
S. Travis May
|
148,061
|
6
|
*
|
|||||
Debora B. Tomlin
|
1,134
|
*
|
||||||
All directors, nominees and executive officers as a group (15 people)
|
2,465,428
|
7
|
3.11%
|
|
||||
BlackRock, Inc.
55 East 52
nd
Street
New York, NY 10022
|
7,154,775
|
8
|
9.2%
|
|
||||
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
|
5,131,918
|
9
|
6.6%
|
|
||||
Waddell & Reed Financial, Inc.
6300 Lamar Avenue
Overland Park, KS 66202
|
11,419,530
|
10
|
14.7%
|
|
* | Denotes less than 1%. |
1 | Includes 2,900 shares subject to options which are currently exercisable, of which all are in the money. |
2 | Includes 31,785 shares subject to options which are currently exercisable or exercisable within 60 days, of which all are in the money. |
3 | Includes 732,285 shares subject to options which are currently exercisable or exercisable within 60 days, of which all are in the money. |
4 | Includes 328,802 shares subject to options which are currently exercisable or exercisable within 60 days, of which all are in the money. |
5 | Includes 257,904 shares subject to options which are currently exercisable or exercisable within 60 days, of which 237,711 are in the money. |
6 | Includes 66,149 shares subject to options which are currently exercisable or exercisable within 60 days, of which all are in the money. |
7 | Includes 1,439,188 shares subject to options which are currently exercisable or exercisable within 60 days, of which 1,412,565 are in the money |
8 | This information is based solely upon information contained in a Schedule 13G/A filed on January 25, 2016. According to the Schedule 13G/A, BlackRock, Inc. has sole voting power over 6,978,131 of the reported shares, no shared voting power with respect to any reported shares and sole dispositive power over all reported shares through its control of certain direct and indirect subsidiaries listed on Exhibit A attached to the Schedule 13G/A. |
9 | This information is based solely upon information contained in a Schedule 13G/A filed on February 10, 2016. According to the Schedule 13G/A, The Vanguard Group has sole voting power over 98,131 of the reported shares, shared voting power over 5,900 of the reported shares, sole dispositive power over 5,032,087 of the reported shares, and shared dispositive power over 99,831 of the reported shares. |
10 | This information is based solely upon information contained in a Schedule 13G/A filed on February 12, 2016. According to the Schedule 13G/A, Waddell & Reed Financial, Inc. has sole voting and dispositive power over all reported shares through its control of certain direct and indirect subsidiaries that are additional reporting persons listed in the Schedule 13G/A. |
Named Executive Officer
|
Position as of March 31, 2016
|
Scott E. Howe
|
Chief Executive Officer & President
|
Warren C. Jenson
|
Chief Financial Officer & Executive Vice President / President, International
|
Richard E. Erwin
|
President & General Manager, Audience Solutions
|
Jerry C. Jones
|
Chief Ethics and Legal Officer & Executive Vice President
|
S. Travis May
|
President & General Manager, Connectivity
|
• | Section 1: Executive Summary |
• | Section 2: Executive Compensation Philosophy and Program Design |
• | Section 3: Governance of Executive Compensation Program |
• | Section 4: Individual Compensation Elements |
• | Section 5: Other Compensation Policies and Practices |
• | Section 6: Tax and Accounting Considerations |
• | Three-quarters of their target total direct compensation opportunities are "at risk" and linked to the achievement of pre-established business outcomes. |
• | The majority of their target total direct compensation opportunities consist of performance-based incentives that reward them only if their efforts create sustainable long-term value for our stockholders. |
• | Through our ongoing constructive dialogue with our major stockholders, we continue to refine our executive compensation program to emphasize long-term performance, as evidenced by our significant re-design of our incentive compensation opportunities in our fiscal 2017 executive compensation program, which includes a shift in our compensation peer group as well as a heavier weighting towards performance stock units (PSUs) and the use of a Total Shareholder Return (TSR) measure in our PSU plan (as described in Section 2 below). |
• | Successfully reorganizing our business into three clear and distinct divisions: Connectivity, Audience Solutions, and Marketing Services. Our divisional structure provides clear "line of sight" and increased accountability across the enterprise, and at the same time, allows each division to move faster and innovate against its unique opportunity set. |
• | Transforming our financial reporting and disclosures to provide our stockholders with increased transparency and visibility into the performance of each of our divisions. |
• | Establishing and scaling our leadership in data connectivity, growing direct customers by over 30%, and more than doubling our partner ecosystem. |
• | Stabilizing and improving top-line performance in our Audience Solutions and Marketing Services divisions. |
• | Innovating across our portfolio and delivering new products and capabilities to our customers, including Customer Link and the Marketing Analytics Environment . Returning value to our stockholders, repurchasing more than $50 million of our common stock during the year. |
• | Fiscal year Total Shareholder Return ("TSR") of 16%, compared to -3.6% for the S&P Midcap 400 Index |
• | Revenue of $850 million, up 6% year-over-year |
• | Overall Non-GAAP earnings-per-share ("EPS") 1 of $0.59, up from $0.49 in fiscal 2015, with GAAP EPS of $0.09, up from negative $0.14 in fiscal 2015 |
• | Explosive growth in our Connectivity division, with revenue up 85% year-over-year to approximately $102 million and segment income improving significantly |
1 | See Schedule 1 on page 41-42 of this proxy statement for a reconciliation of our GAAP revenue to adjusted revenue and our GAAP earnings-per-share to overall Non-GAAP earnings-per-share and adjusted earnings-per-share. |
|
|
Fiscal 2014–2016 PSU award outcome
– All of the shares of our common stock subject to the PSU awards granted in fiscal 2014 for the fiscal 2014-2016 performance period were forfeited. This resulted in a lower realized pay for our CEO and other Named Executive Officers.
|
|
|
Fiscal 2014 "transformational" awards
– As of the end of fiscal 2016, the per share market price of our common stock was $21.44 and none of these awards had been earned. The one-time transformational incentive awards (in the form of performance-based stock appreciation rights and performance-based restricted stock unit awards) granted to our CEO and CFO in fiscal 2014 are intended to reward these executives only after our stockholders have realized significant share price appreciation by the end of fiscal 2018. Specifically, these awards will be earned only if we achieve levels of appreciation ranging from 75% to 227% of the market price of our common stock on the date of grant ($22.92 per share) over this period.
|
• | align our executive compensation program with diverse business divisions and ongoing business transformation and incentivize execution of key management initiatives; |
• | align our executive officers' interests with those of our stockholders and consider stockholder feedback when making compensation decisions; |
• | maintain simple, transparent compensation arrangements that provide a strong link between pay and performance and motivate our executive officers to achieve the highest level of performance |
• | attract and retain the best executive officers through competitive, market-based compensation programs |
Compensation Area
|
Stockholder
Feedback |
Our Response
|
When Change
Became Effective |
Compensation peer group
|
Peer companies not representative of our size based on revenue and market capitalization
|
Reconstituted compensation peer group to remove nine companies and add 12 new companies with more comparable financial characteristics
|
February 2016, for use in fiscal 2017 compensation deliberations
|
Long-term incentive award mix
|
Strengthen alignment between corporate performance and compensation outcomes
|
Revised long-term incentive compensation award mix for CEO and other NEOs to:
•
Eliminate use of stock options
|
Beginning with long-term incentive compensation awards to be granted in fiscal 2017
|
Compensation Area
|
Stockholder
Feedback |
Our Response
|
When Change
Became Effective |
•
Weight equity award mix 60% PSU awards and 40% RSU awards for CEO
•
Weight equity award mix 50% PSU awards and 50% RSU awards for other NEOs
|
|||
Long-term incentive award design
|
Duplicative earning-per share ("EPS") performance measure with annual cash incentive plan
|
Replace duplicative EPS performance measure with relative total stockholder return ("TSR") measure, using S&P Mid-Cap 400 Index
Set target level payment to be earned only for above-median (60
th
percentile) performance
|
Beginning with long-term incentive compensation awards to be granted in fiscal 2017
|
Fiscal 2016 CEO
Target Total Direct Compensation
|
Fiscal 2016 Average Other NEO
Target Total Direct Compensation
|
|
What We Do
|
|
What We Don't Do
|
✓
|
Use a pay-for-performance philosophy that links our executive officers' compensation to corporate and individual performance
|
×
|
Provide Special Health, Welfare or Qualified Retirement Plan Benefits not available to all employees
|
|
|
||
✓
|
Annual Executive Compensation Review
|
×
|
Provide Tax Payments on Perquisites other than relocation benefits
|
|
|
||
✓
|
Significant portion of compensation at-risk
|
×
|
Permit Hedging
|
|
|
||
✓
|
Retain an Independent Compensation Advisor
|
×
|
Permit Pledging
|
|
|
||
✓
|
Maintain an Independent Compensation Committee
|
×
|
Provide Excise Tax Payments on Future Post-Employment Compensation Arrangements
|
|
What We Do
|
|
What We Don't Do
|
✓
|
Annual Compensation-Related Risk Assessment
|
×
|
Pay Dividends or Dividend Equivalents on Unvested Equity Awards
|
|
|
|
|
✓
|
Performance-Based Equity Awards
|
×
|
Permit Stock Option Repricing
|
|
|
|
|
✓
|
Compensation Recovery ("Clawback") Policy
|
×
|
Provide Guaranteed Bonuses
|
|
|
|
|
✓
|
"Double-Trigger" Change-in-Control Arrangements
|
×
|
"Single trigger" Change-in-Control Arrangements
|
|
|
|
|
✓
|
Stock Ownership Guidelines
|
|
|
|
|
|
|
✓
|
Conduct an Annual Stockholder Advisory Vote on Named Executive Officer Compensation as well as engaging in regular dialogue with stockholders on corporate governance matters
|
|
|
|
|
|
|
✓
|
Succession Planning
|
|
|
• | reviews and approves the compensation of our executive officers, other than our CEO; |
• | reviews and approves the compensation of our CEO that is intended to comply with Section 162(m) of the Internal Revenue Code (the "Code"), in consultation with our Board of Directors; and |
• | makes a recommendation to our Board of Directors for approval of our CEO's other compensation. |
• | our performance against the financial and operational objectives established by the Compensation Committee and our Board of Directors; |
• | each individual executive officer's responsibilities, qualifications, and length of service; |
• | the scope of each executive officer's role compared to other similarly-situated executives at companies in our compensation peer group; |
• | the performance of each individual executive officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all of which reflect our core values; |
• | compensation parity among our executive officers; and |
• | the compensation practices of our compensation peer group and the positioning of each executive officer's compensation in a ranking of peer company compensation levels. |
• | consulting with the Compensation Committee chair and other members between Compensation Committee meetings; |
• | providing competitive market data based on the compensation peer group for our executive officer positions and evaluating how the compensation we pay our executive officers compares both to our performance and to how the companies in our compensation peer group compensate their executives; |
• | review and analysis of the base salary levels, annual cash incentive opportunities, and long-term incentive compensation opportunities of our executive officers; |
• | assessment of executive compensation trends within our industry, and updating on corporate governance and regulatory issues and developments; |
• | review of market equity compensation practices, including burn rate and overhang; |
• | review of the Compensation Discussion & Analysis; and |
• | assessment of compensation risk to determine whether our compensation policies and practices are reasonably likely to have a material adverse impact on the Company. |
Akamai Technologies, Inc.
|
Harte-Hanks, Inc.
|
Alliance Data Systems Corp.
|
Heartland Payment Systems, Inc.
|
AOL, Inc.
|
IHS, Inc.
|
comScore, Inc.
|
Informatica Corporation
|
CoreLogic, Inc.
|
The Dun & Bradstreet Corporation
|
Equifax, Inc.
|
Total System Services, Inc.
|
Fair Isaac Corporation
|
United Online, Inc.
|
Global Payments, Inc.
|
|
• | similar revenue size – ~0.5x to ~2.0x our last four fiscal quarter revenue (~$415 million to ~$1.7 billion); |
• | similar market capitalization – ~0.3x to ~3.0x our market capitalization (~$517 million to ~$5.2 billion); |
• | industry affiliation – application software, internet software and services, advertising, data processing and outsourced services, research and consulting services, and IT consulting and other services; and |
• | similar business focus – SaaS, marketing service provider, or data services. |
Named Executive Officer
|
Fiscal 2015
Base Salary |
Fiscal 2016
Base Salary
|
Percentage
Adjustment |
Named Executive Officer
|
Fiscal 2015Salary
|
Fiscal 2016
Base
|
Percentage
Adjustment |
|||||||||
Mr. Howe
|
$
|
650,000
|
$
|
650,000
|
-
|
|||||||
Mr. Jenson
|
$
|
515,000
|
$
|
515,000
|
-
|
|||||||
Mr. Erwin
(1)
|
-
|
$
|
400,000
|
-
|
||||||||
Mr. Jones
|
$
|
405,000
|
$
|
405,000
|
-
|
|||||||
Mr. May
(2)
|
$
|
310,000
|
$
|
350,000
|
12.9
|
%
|
(1) | On April 13, 2015, Mr. Erwin was hired into the position of President & General Manager, Audience Solutions. |
(2) | On June 1, 2015, Mr. May was promoted to his current position of President & General Manager, Connectivity. He received a base pay increase on July 1, 2015 to recognize his promotion. |
Named Executive Officer
|
Fiscal 2016 Target
Annual Cash Incentive Opportunity
(as a percentage of
base salary) |
Fiscal 2016 Target
Annual Cash Incentive Opportunity
($)
|
Mr. Howe
|
100
|
%
|
$
|
650,000
|
||||
Mr. Jenson
|
100
|
%
|
$
|
515,000
|
||||
Mr. Erwin
|
65
|
%
|
$
|
260,000
|
||||
Mr. Jones
|
65
|
%
|
$
|
263,250
|
||||
Mr. May
|
65
|
%
|
$
|
227,500
|
Fiscal 2016 Cash Incentive Plan
Performance Measure
|
Definition
|
Rationale
|
Adjusted revenue
1
|
Revenue adjusted to reflect the impact of acquisitions and divestitures during the year.
|
Revenue growth is important to the creation of long-term stockholder value because it is a reflection of management's ability to grow our top line through execution of our digital marketing ecosystem strategy.
|
Adjusted EPS
1
|
Earnings per share ("EPS") on a Non-GAAP basis before incentive compensation expense. Adjusted EPS also excludes stock-based compensation expenses, amortization of acquired intangibles, one-time business separation and transformation expenses, restructuring and impairment charges, and the impact of acquisitions and divestitures during the year.
|
EPS is important because it reflects our ability to grow our top line while running an efficient business and effectively managing capital.
|
1 | See Schedule 1 on page 41-42 for a reconciliation of our GAAP revenue to Adjusted Revenue and our GAAP earnings-per-share to overall Non-GAAP earnings-per-share and Adjusted EPS. |
Corporate Performance Measure
|
Threshold
Performance Level |
Target Performance
Level |
Maximum
Performance Level |
Adjusted Revenue*
|
$
|
948,000
|
$
|
1,053,900
|
$
|
1,159,000
|
||||||
Adjusted EPS
|
$
|
0.83
|
$
|
0.93
|
$
|
1.02
|
||||||
Funding
|
Up to 50%
|
Up to 100%
|
Up to 162%
|
* | Dollars in thousands |
Measure
|
Weighting
|
Threshold
|
Target
|
Maximum
|
Actual
|
Actual as a
Percentage of Target |
Payment as
a Percentage of Target |
Adjusted Revenue*
|
50
|
%
|
$
|
948,000
|
$
|
1,053,900
|
$
|
1,159,000
|
$
|
1,055,600
|
100
|
%
|
101
|
%
|
||||||||||||||
Adjusted EPS
|
50
|
%
|
$
|
0.83
|
$
|
0.93
|
$
|
1.02
|
$
|
1.17
|
126
|
%
|
162
|
%
|
||||||||||||||
Weighted Payment as a Percentage of Target
|
131.5
|
%
|
* | Dollars in thousands |
Named Executive
Officer |
Fiscal 2016
Target Annual Cash Incentive Opportunity ($) |
Financial
Performance Factor |
Target
Multiplied by Financial Performance Factor |
Actual
Annual Cash Incentive Payment |
Actual
Annual Cash Incentive Payment (as a percentage of target) |
Mr. Howe
|
$
|
650,000
|
131.5
|
%
|
$
|
854,750
|
$
|
854,750
|
131.5
|
%
|
||||||||||
Mr. Jenson
|
$
|
515,000
|
131.5
|
%
|
$
|
677,225
|
$
|
673,000
|
130.9
|
%
|
||||||||||
Mr. Erwin
|
$
|
260,000
|
131.5
|
%
|
$
|
341,900
|
$
|
340,000
|
130.9
|
%
|
||||||||||
Mr. Jones
|
$
|
263,250
|
131.5
|
%
|
$
|
346,174
|
$
|
344,000
|
130.9
|
%
|
||||||||||
Mr. May
|
$
|
227,500
|
131.5
|
%
|
$
|
299,163
|
$
|
310,000
|
135.0
|
%
|
Named Executive
Officer |
Stock Options
Granted
(number of shares)
|
Restricted Stock
Units Granted
(number of shares)
|
Performance Stock
Units Granted (number of shares) |
Total
Grant Date Fair Value ($) |
Mr. Howe
|
174,847
|
65,180
|
86,907
|
$
|
3,828,601
|
|||||||||||
Mr. Jenson
|
71,759
|
26,786
|
35,714
|
$
|
1,572,753
|
|||||||||||
Mr. Erwin
|
63,571
|
15,723
|
41,929
|
$
|
1,506,068
|
|||||||||||
Mr. Jones
|
20,833
|
7,776
|
10,369
|
$
|
456,601
|
|||||||||||
Mr. May
|
27,778
|
10,369
|
106,133
|
$
|
880,203
|
Three-Year Earnings-Per-Share
Growth
|
Resulting Fiscal 2018
Adjusted EPS
|
Percentage of Performance
Units Earned (1) |
Below 10%
|
Below $0.90
|
0
|
||||||||
11%
|
|
|
$0.90
|
50%
|
|
|||||
11%
|
|
|
$1.00
|
100%
|
|
|||||
11%
|
|
|
$1.10
|
200%
|
|
(1) | The performance units earned are to be linear between the specified target levels. |
Total Stockholder Return Percentile
|
Total Stockholder Return Modifier
1
|
Below 25
th
|
0.8
|
50
th
|
1.0
|
75
th
and Above
|
1.2
|
(1) | The modifier between the specified target levels will be calculated using straight-line interpolation. |
• | The weighting of our annual and long-term incentives appropriately balances the importance of our short-term and long-term financial and strategic objectives; |
|
• | Our long-term incentive compensation awards to our executive officers are allocated between options to purchase shares of our common stock, restricted stock unit awards that may be settled for shares of our common stock, and performance restricted stock unit awards pursuant to which shares of our common stock may be earned, which provides a balance of incentives; |
• | Our cash incentive plan contains caps on maximum payouts and the Compensation Committee retains authority to reduce incentive plan payouts in its discretion; |
• | Our performance-based plans are not overly reliant on a single performance measure and include the use of multi-year performance measures to mitigate the risk of our executive officers focusing exclusively on short-term growth at the expense of sustained profitability and increase in stockholder value; and |
• | Our stock ownership guidelines require our executive officers to hold significant amounts of our common stock, which commits an appropriate portion of their compensation to our long-term performance. |
Executive Officer
|
Stock Ownership Requirement
|
Chief Executive Officer
|
Three times annual base salary
|
Other Executive Officers
|
One times annual base salary
|
Revenues (GAAP)
|
$
|
850,088
|
||
Plus: Budgeted revenue of ITO lost in divestiture
|
$
|
207,525
|
||
Less: Budgeted revenue provided by Allant acquisition
|
$
|
(2,000
|
)
|
|
Adjusted Revenue
|
$
|
1,055,613
|
|
For the Twelve Months Ended
March 31, |
|
|
2016
|
2015
|
Loss from continuing operations before income taxes
|
$
|
(20,280
|
)
|
$
|
(41,347
|
)
|
||
Income taxes
|
$
|
(11,632
|
)
|
$
|
(14,805
|
)
|
||
Net loss from continuing operations
|
$
|
(8,648
|
)
|
$
|
(26,542
|
)
|
||
Earnings from discontinued operations, net of tax
|
$
|
15,351
|
$
|
15,511
|
||||
Net earnings (loss)
|
$
|
6,703
|
$
|
(11,031
|
)
|
|||
Earnings (loss) per share:
|
||||||||
Basic
|
$
|
0.09
|
$
|
(0.14
|
)
|
|||
Diluted
|
$
|
0.09
|
$
|
(0.14
|
)
|
|||
Excluded items:
|
||||||||
Purchased intangible asset amortization (cost of revenue)
|
$
|
15,466
|
$
|
11,454
|
||||
Non-cash stock compensation (cost of revenue and operating expenses)
|
$
|
31,463
|
$
|
28,316
|
||||
Impairment of goodwill and other
|
$
|
6,829
|
$
|
-
|
||||
Restructuring charges and other adjustments (gains, losses, and other)
|
$
|
12,132
|
$
|
22,600
|
||||
Separation and transformation costs (general and administrative)
|
$
|
20,826
|
$
|
31,269
|
||||
Accelerated amortization (cost of revenue)
|
$
|
1,850
|
$
|
4,316
|
||||
Total excluded items, continuing operations
|
$
|
88,566
|
$
|
97,955
|
||||
Earnings from continuing operations before income taxes and excluding items
|
$
|
68,286
|
$
|
56,608
|
||||
Income taxes
|
$
|
21,456
|
$
|
18,353
|
||||
Non-GAAP net earnings
|
$
|
46,830
|
$
|
38,255
|
||||
Non-GAAP earnings per share:
|
||||||||
Basic
|
$
|
0.60
|
$
|
0.50
|
||||
Diluted
|
$
|
0.59
|
$
|
0.49
|
||||
Basic weighted average shares
|
77,616
|
77,106
|
||||||
Diluted weighted average shares
|
79,099
|
78,494
|
Earnings (loss) from continuing operations before income taxes
|
$
|
(20,280
|
)
|
|
Income taxes
|
$
|
(11,632
|
)
|
|
Net earnings (loss)
|
$
|
(8,648
|
)
|
|
Earnings for discontinued operations, net of tax
|
$
|
15,351
|
||
Net earnings attributable to the Company
|
$
|
6,703
|
||
Earnings per share attributable to Company stockholders:
|
||||
Basic
|
$
|
0.09
|
||
Diluted
|
$
|
0.09
|
||
Earnings (loss) from continuing operations before income taxes
|
$
|
(20,280
|
)
|
|
Non-cash share-based compensation expense
|
$
|
31,463
|
||
Purchased intangible asset amortization
|
$
|
15,466
|
||
Incentive compensation expense
|
$
|
22,356
|
||
Unusual items
1
|
$
|
41,637
|
||
Earnings from continuing operations before income taxes and excluding items
|
$
|
90,642
|
||
Income taxes
|
$
|
28,480
|
||
Net earnings
|
$
|
62,162
|
||
Adjustment for budgeted net earnings of ITO lost in divestiture
|
$
|
29,151
|
||
Adjustment for budgeted net loss provided by Allant acquisition
|
$
|
965
|
||
Adjusted net earnings
|
$
|
92,278
|
||
Diluted Non-GAAP earnings per share attributable to Company stockholders:
|
$
|
1.17
|
||
Basic weighted average shares
|
77,616
|
|||
Diluted weighted average shares
|
79,099
|
(1) | Unusual items include goodwill and other asset impairment charges of $6.8 million; restructuring charges and other adjustments of $12.1 million; separation of the MDS and ITO businesses and business transformation costs of $20.8 million; and, accelerated amortization of $1.9 million. |
Named Executive
Officer |
Fiscal
Year |
Salary
|
Bonus
|
Stock
Awards 1 |
Option
Awards 2 |
Non-Equity
Incentive Plan Compensation 3 |
All Other
Compensation 4 |
Total
|
Scott E. Howe
Chief Executive Officer & President
|
2016
|
$
|
650,000
|
-
|
$
|
2,702,586
|
$
|
1,126,015
|
$
|
854,750
|
$
|
7,950
|
$
|
5,341,301
|
||||||||||||||
2015
|
$
|
650,000
|
-
|
$
|
3,582,497
|
$
|
1,803,208
|
$
|
300,000
|
$
|
7,800
|
$
|
6,343,505
|
|||||||||||||||
2014
|
$
|
650,000
|
-
|
$
|
2,710,698
|
$
|
919,323
|
$
|
838,500
|
$
|
7,650
|
$
|
5,126,171
|
|||||||||||||||
Warren C. Jenson
Chief Financial Officer & Executive Vice President / President, International
|
2016
|
$
|
515,000
|
-
|
$
|
1,110,625
|
$
|
462,128
|
$
|
673,000
|
$
|
90,673
|
$
|
2,851,426
|
||||||||||||||
2015
|
$
|
511,250
|
-
|
$
|
2,550,005
|
$
|
510,525
|
$
|
340,000
|
$
|
38,625
|
$
|
3,950,405
|
|||||||||||||||
2014
|
$
|
485,412
|
-
|
$
|
904,801
|
$
|
306,855
|
$
|
560,000
|
$
|
8,025
|
$
|
2,265,093
|
|||||||||||||||
Richard E. Erwin
President & General Manager, Audience Solutions
|
2016
|
$
|
400,000
|
-
|
$
|
1,099,424
|
$
|
406,645
|
$
|
340,000
|
$
|
78,801
|
$
|
2,324,869
|
||||||||||||||
2015
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
2014
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Jerry C. Jones
Chief Ethics and Legal Officer & Executive Vice President
|
2016
|
$
|
405,000
|
-
|
$
|
322,437
|
$
|
134,165
|
$
|
344,000
|
$
|
19,670
|
$
|
1,225,271
|
||||||||||||||
2015
|
$
|
402,500
|
$
|
80,000
|
$
|
291,649
|
$
|
144,648
|
$
|
172,000
|
$
|
31,148
|
$
|
1,121,945
|
||||||||||||||
2014
|
$
|
390,618
|
-
|
$
|
293,058
|
$
|
99,387
|
$
|
330,000
|
$
|
17,349
|
$
|
1,130,412
|
|||||||||||||||
S. Travis May
President & General Manager, Connectivity
|
2016
|
$
|
340,000
|
-
|
$
|
701,313
|
$
|
178,890
|
$
|
310,000
|
$
|
30,350
|
$
|
1,560,553
|
||||||||||||||
2015
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
2014
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1 | These amounts reflect the grant date fair value of awards of RSUs, performance units and performance restricted stock units. We calculated the amounts in accordance with financial statement reporting rules. For RSUs granted in fiscal year 2016, the amount was determined by reference to quoted market prices for the shares on their grant date, which was $17.49 for all except Mr. Erwin's RSUs, which was $19.07. For performance units granted in fiscal year 2016, we estimated each performance unit's grant date fair value to be $19.98 using a Monte Carlo simulation model. The amount reported for performance units is based on the probable outcome of the underlying performance conditions, measured as of the grant date (100% of target value). For Mr. Erwin's inducement performance units granted in fiscal 2016, we estimated the grant date fair value to be $19.07 using a Monte Carlo simulation model, measured at 100% of target value. For Mr. May's PRSUs granted in fiscal year 2016, we estimated the grant date fair value to be $2.94 using a Monte Carlo simulation model and the maximum number of shares that can be earned. The grant date fair value for the fiscal year 2016 awards at the highest level of performance for each executive is: Mr. Howe $5,391,189, Mr. Jenson $2,214,891, Mr. Erwin $2,305,654, Mr. Jones $643,036, and Mr. May $1,128,777. |
2 | These amounts reflect the grant date fair value of awards of stock options. We calculated the option amounts in accordance with financial statement reporting rules using a customized binomial lattice option pricing model with the following weighted-average assumptions: |
Fiscal Year
|
Dividend
Yield |
Risk-Free
Interest Rate |
Expected
Duration |
Expected
Volatility |
Suboptimal
Exercise Multiple |
2016
|
0%
|
2.20%
|
4.5 years
|
40%
|
1.4
|
2015
|
0%
|
2.50%
|
4.4 years
|
43%
|
1.4
|
2014
|
0%
|
2.00%
|
4.3 years
|
35%
|
1.3
|
3 | These amounts represent annual cash incentive awards earned by the Named Executive Officers under the Cash Incentive Plan based on Company results. For more information regarding how these determinations were made, see the subsection entitled "Annual Cash Incentives" on page 30. |
4 | The amounts disclosed in the "All Other Compensation" column for fiscal 2016 includes the following: |
Named Executive Officer
|
401(k)
Matching Contributions |
Non-qualified
deferred compensation plan/SERP matching contributions |
Other
|
Total
|
Mr. Howe
|
$
|
7,950
|
-
|
-
|
$
|
7,950
|
||||||||||
Mr. Jenson
|
-
|
-
|
$
|
90,673
|
a
|
$
|
90,673
|
|||||||||
Mr. Erwin
|
$
|
5,000
|
-
|
$
|
73,801
|
b
|
$
|
78,801
|
||||||||
Mr. Jones
|
$
|
8,193
|
$
|
11,477
|
-
|
$
|
19,670
|
|||||||||
Mr. May
|
$
|
7,950
|
-
|
$
|
22,400
|
c
|
$
|
30,350
|
a | Represents $69,878 of moving expenses and $20,795 attributable to the cash cost of spouse airfare paid in relation to Mr. Jenson's international assignment. |
b | Represents the following paid in relation to Mr. Erwin's relocation to Redwood City, CA: (i) $10,000 of relocation allowance, (ii) $19,486 of moving expense and (iii) $44,315 of additional moving expenses, including $27,540 in associated tax reimbursement. |
c | Represents the allocated cost of a company-leased apartment in San Francisco. The apartment was used by Mr. May on an intermittent basis during fiscal 2016 in connection with company business. The amount represents rent allocated based on days used. |
|
|
Estimated Possible Payouts
Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts
Under Equity Incentive Plan (1) |
All Other
Stock
Awards:
Number
of Shares of Stock or Units
(#)
|
All Other
Option Awards: Number of Securities Underlying Options
(#)
|
Exercise
Or Base Price of Option Awards ($/SH) |
Grant
Date Fair Value
of Stock
and
Option Awards
($)
|
||||
Named Executive
Officer |
Grant
Date |
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#) |
||||
Scott E. Howe
|
N/A
|
$162,500
|
$650,000
|
$1,300,000
|
|
|
|
|
|
|
|
5/20/2015
|
|
|
|
43,454
|
86,907
|
208,577
|
|
|
|
$1,562,588
|
|
5/20/2015
|
|
|
|
|
|
|
65,180
|
|
|
$1,139,998
|
|
5/20/2015
|
174,847
|
17.49
|
$1,126,015
|
||||||||
Warren C. Jenson
|
N/A
|
$128,750
|
$515,000
|
$1,030,000
|
|
|
|
|
|
|
|
5/20/2015
|
|
|
|
17,857
|
35,714
|
85,714
|
|
|
|
$642,138
|
|
5/20/2015
|
|
|
|
|
|
|
26,786
|
|
|
$468,487
|
|
5/20/2015
|
71,759
|
17.49
|
$462,128
|
||||||||
Richard E. Erwin
|
N/A
|
$65,000
|
$260,000
|
$520,000
|
|
|
|
|
|
|
|
4/13/2015
|
|
|
|
20,965
|
41,929
|
100,630
|
|
|
|
$799,586
|
|
4/13/2015
|
|
|
|
|
|
|
15,723
|
|
|
$299,838
|
|
4/13/2015
|
|
|
|
|
|
|
|
42,381
|
19.07
|
$271,099
|
|
4/13/2015
|
21,190
|
19.07
|
$135,546
|
||||||||
Jerry C. Jones
|
N/A
|
$65,813
|
$263,250
|
$526,500
|
|
|
|
|
|
|
|
5/20/2015
|
|
|
|
5,185
|
10,369
|
24,886
|
|
|
|
$186,435
|
|
5/20/2015
|
|
|
|
|
|
|
7,776
|
|
|
$136,002
|
|
5/20/2015
|
20,833
|
17.49
|
$134,165
|
||||||||
S. Travis May
|
N/A
|
$56,875
|
$227,500
|
$455,000
|
|
|
|
|
|
|
|
5/20/2015
|
|
|
|
6,913
|
13,825
|
33,180
|
|
|
|
$248,574
|
|
5/20/2015
|
|
|
|
|
|
|
10,369
|
|
|
$181,354
|
|
5/20/2015
|
|
|
|
|
|
|
|
27,778
|
17.49
|
$178,890
|
|
7/1/2015
|
92,308
|
92,308
|
$271,386
|
1 | The fair value of the performance unit awards was determined using a Monte Carlo simulation model based on the probable outcome, 100% of target. For RSU awards, the fair value was determined by reference to quoted market prices for the shares of our common stock. The fair value of stock options was calculated using a customized binomial lattice option pricing model with the assumptions referenced in note 2 to the Summary Compensation Table . |
Option Awards
1
|
Stock Awards
|
|||||||||||
Name
|
Grant Date
|
Number of Securities
Underlying Unexercised Options (#) |
Equity
Incentive Plan Awards: Number of Unearned Stock Appreciation Rights |
Option
Exercise Price
($)
|
Option
Expiration
Date
|
Share or
Unit Grant Date |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested 2
(#)
|
Equity
Incentive
Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested 3
($)
|
Number
of Shares or Units of Stock That Have Not Vested 4
(#)
|
Market
Value of Shares or Units of Stock That Have Not Vested 3
($)
|
||
Exercisable
|
Unexercisable
|
|||||||||||
Scott E. Howe
|
07/29/2011
|
123,819
|
|
|
$13.74
|
07/29/2021
|
|
|
|
|
|
|
|
221,106
|
|
|
$13.74
|
07/29/2021
|
|
|
|
|
|
||
|
05/21/2012
|
123,153
|
41,051
|
|
$13.28
|
05/21/2022
|
05/21/2012
|
|
|
18,966
|
$406,631
|
|
|
05/23/2013
|
68,098
|
68,098
|
|
$21.46
|
05/23/2023
|
05/23/2013
|
|
|
25,862
|
$554,481
|
|
|
05/20/2014
|
38,649
|
115,947
|
|
$21.17
|
05/20/2024
|
05/20/2014
|
72,195
|
$1,547,861
|
40,609
|
$870,657
|
|
|
05/27/2014
|
|
|
245,404
|
$40.00
|
03/31/2017
|
05/27/2014
|
128,204
|
$2,748,694
|
|
|
|
05/20/2015
|
174,847
|
$17.49
|
05/20/2025
|
05/20/2015
|
86,907
|
$1,863,286
|
65,180
|
$1,397,456
|
||||
Warren C. Jenson
|
01/13/2012
|
26,934
|
|
|
$13.40
|
01/13/2022
|
|
|
|
|
|
|
|
157,024
|
|
|
$13.40
|
01/13/2022
|
|
|
|
|
|
||
|
05/21/2012
|
46,089
|
15,363
|
|
$13.28
|
05/21/2022
|
05/21/2012
|
|
|
7,473
|
$160,221
|
|
|
05/23/2013
|
22,730
|
22,730
|
|
$21.46
|
05/23/2023
|
05/23/2013
|
|
|
8,632
|
$185,070
|
|
|
05/20/2014
|
15,679
|
47,039
|
|
$21.17
|
05/20/2024
|
05/20/2014
|
29,268
|
$627,506
|
16,463
|
$352,967
|
|
|
|
|
|
|
|
|
03/27/2015
|
71,429
|
$1,531,438
|
37,500
|
$804,000
|
|
|
05/20/2015
|
|
|
|
$17.49
|
05/20/2025
|
05/20/2015
|
35,714
|
$754,994
|
26,786
|
$574,292
|
|
Richard E. Erwin
|
04/13/2015
|
|
42,381
|
|
$19.07
|
04/13/2025
|
04/13/2015
|
41,929
|
$898,958
|
15,723
|
$337,101
|
|
04/13/2015
|
21,190
|
$19.07
|
04/13/2025
|
|||||||||
Jerry C. Jones
|
10/2/2001
|
23,975
|
|
|
$11.14
|
10/2/2016
|
|
|
|
|
|
|
08/07/2002
|
37,226
|
|
|
$16.35
|
08/07/2017
|
|
|
|
|
|
||
|
08/07/2002
|
19,427
|
|
|
$20.44
|
08/07/2017
|
|
|
|
|
|
|
|
08/07/2002
|
20,193
|
|
|
$24.53
|
08/07/2017
|
|
|
|
|
|
|
|
10/04/2007
|
40,000
|
|
|
$15.66
|
10/4/2017
|
|
|
|
|
|
|
|
05/22/2008
|
35,098
|
|
|
$13.70
|
05/22/2018
|
|
|
|
|
|
|
|
06/29/2009
|
20,000
|
|
|
$8.90
|
06/29/2019
|
|
|
|
|
|
|
|
05/18/2010
|
8,264
|
|
|
$17.79
|
05/18/2020
|
|
|
|
|
|
|
|
05/16/2011
|
12,663
|
|
|
$13.75
|
05/16/2021
|
|
|
|
|
|
|
|
05/21/2012
|
11,942
|
3,981
|
|
$13.28
|
05/22/2022
|
05/21/2012
|
|
|
1,839
|
$39,428
|
|
|
05/23/2013
|
7,362
|
7,362
|
|
$21.46
|
05/23/2023
|
05/23/2013
|
|
|
2,796
|
$59,946
|
|
|
05/20/2014
|
4,442
|
13,328
|
|
$21.17
|
05/20/2024
|
05/20/2014
|
8,293
|
$177,802
|
4,665
|
$100,018
|
|
|
05/20/2015
|
|
20,833
|
|
$17.49
|
05/20/2025
|
05/20/2015
|
10,369
|
$222,311
|
7,776
|
$166,717
|
|
S. Travis May
|
01/24/2012
|
16,740
|
|
|
$1.10
|
01/23/2022
|
|
|
|
|
|
|
07/24/2012
|
3,986
|
1,063
|
|
$1.10
|
07/23/2022
|
|
|
|
|
|
||
|
02/20/2013
|
7,972
|
19,929
|
|
$0.85
|
02/19/2023
|
|
|
|
|
|
|
|
07/24/2013
|
2,989
|
1,993
|
|
$0.85
|
07/23/2023
|
|
|
|
|
|
|
|
03/24/2014
|
16,544
|
29,229
|
|
$2.58
|
03/24/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
07/1/2014
|
|
|
58,930
|
$1,263,459
|
|
|
11/11/2014
|
4,266
|
12,799
|
|
$19.18
|
11/11/2024
|
11/11/2014
|
|
|
4,480
|
$96,051
|
|
|
05/20/2015
|
|
27,778
|
|
$17.49
|
05/20/2025
|
05/20/2015
|
13,825
|
$296,408
|
10,369
|
$222,311
|
|
07/01/2015
|
92,308
|
$1,979,084
|
1 | The vesting schedule for stock options granted during and after fiscal year 2008 is 25% per year beginning on the first anniversary of the grant date. The vesting schedule for stock options granted prior to fiscal year 2008 is 20% beginning on the second anniversary of the grant date and 20% annually thereafter through the sixth anniversary of the grant date. Mr. Howe's premium priced stock appreciation rights, or PSARs, are scheduled to vest based on the achievement of performance goals at the end of the three-year performance period. |
2 | Performance units vest subject to attainment of performance goals with the number of shares earned ranging from zero to 200% of the award. In the case of fiscal years 2014, 2015 and 2016 grants of performance units, each recipient may become vested in a number of shares based on the Company's diluted earnings per share for fiscal years 2016, 2017 and 2018 respectively. The awards are also subject to further adjustment depending on the total shareholder return of our common stock compared to the total shareholder return of our peer group for the 2013 and 2014 grants and the S&P Midcap 400 index for the 2016 grants. Although shown in the table, the performance units granted in fiscal 2014 were subsequently cancelled because the Compensation Committee exercised discretion in determining the threshold performance criteria was not met. For Mr. Howe's and Mr. Jenson's PRSUs we estimated the grant date fair value to be $5.18 and $5.33, respectively, using a Monte Carlo simulation model. The PRSUs awarded to Mr. Howe (May 27, 2014) and Mr. Jenson (March 27, 2015) are scheduled to vest based on a specified appreciation in our share price over a 3-year performance period and attainment of a specified level of revenue. |
3 | This value was determined by multiplying the number of unvested shares or units by the closing price of our common stock on March 31, 2016, which was $21.44. |
4 | Represents awards of RSUs that vest over a four-year period in equal increments beginning on or around the first anniversary of the grant date. |
|
Option Awards
|
Stock Awards
|
||
Name
|
Number of Shares
Acquired on Exercise
(#)
|
Value Realized On
Exercise
($)
|
Number of Shares
Acquired on Vesting
(#)
|
Value Realized on
Vesting 1
($)
|
Scott E. Howe
|
-
|
-
|
59,674
|
$
|
1,012,388
|
|||||||||||
Warren C. Jenson
|
-
|
-
|
32,875
|
$
|
611,058
|
|||||||||||
Richard E. Erwin
|
-
|
-
|
-
|
-
|
||||||||||||
Jerry C. Jones
|
-
|
-
|
6,282
|
$
|
105,993
|
|||||||||||
S. Travis May
|
50,617
|
$
|
1,078,693
|
60,424
|
$
|
1,068,306
|
1 | The stock awards values were determined by multiplying the number of shares acquired on vesting by the closing market price of the Company's common stock on the vesting date. |
Scott E. Howe
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Warren C. Jenson
|
-
|
-
|
$
|
1,060
|
-
|
$
|
65,606
|
|||||||||||||
Richard E. Erwin
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Jerry C. Jones
|
$
|
42,042
|
$
|
11,477
|
$
|
1,217
|
-
|
$
|
247,019
|
|||||||||||
S. Travis May
|
-
|
-
|
-
|
-
|
-
|
1 | These amounts are included in the "Salary" column of the Summary Compensation Table for fiscal year 2016. |
2 | These amounts are included in the "All Other Compensation" column of the Summary Compensation Table for fiscal year 2016. |
3 | None of the earnings are above-market earnings and are therefore not reflected in the Summary Compensation Table . |
4 | The amounts included in this column that were previously reported in the Summary Compensation Table for previous fiscal years for Mr. Jones include $45,975 for 2015 and $37,921 for 2014. |
• | base salary earned through the date of termination; and |
• | amounts accrued and vested through the Company's 401(k) plan, SERP or Deferred Plan. |
• | A cash payment equal to his (i) annual base salary and average annual cash bonus and (ii) actual cash bonus for the year of termination; and |
• | Full acceleration of vesting of all outstanding and unvested (other than performance unit awards) granted prior to the date of the Change in Control. |
Type of Payment
|
Voluntary
Termination or Retirement |
Termination
without Cause or Resignation for Good Reason other than a Change in Control |
Termination
for Cause |
Non-Renewal
by the Company |
Change in
Control with no Termination |
Termination
without Cause or Resignation for Good Reason following a Change in Control 1 |
Death or
Disability |
Severance
|
-
|
$
|
2,454,750
|
2
|
-
|
$
|
2,454,750
|
2
|
-
|
$
|
3,682,125
|
3
|
-
|
|||||||||||||||
Cash Incentive Plan
|
-
|
$
|
854,750
|
4
|
-
|
$
|
854,750
|
4
|
-
|
$
|
854,750
|
4
|
$
|
854,750
|
5
|
|||||||||||||
SERP or Deferred Plan
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Stock Options
|
-
|
-
|
-
|
-
|
-
|
6
|
$
|
1,056,928
|
7
|
$
|
1,056,928
|
8
|
||||||||||||||||
Restricted Stock Units
|
-
|
-
|
-
|
-
|
-
|
6
|
$
|
3,229,225
|
7
|
$
|
3,229,225
|
8
|
||||||||||||||||
Performance Units
|
-
|
$
|
1,653,003
|
7
|
-
|
$
|
1,653,003
|
7
|
$
|
1,653,003
|
7
|
-
|
-
|
|||||||||||||||
Total
|
-
|
$
|
4,962,503
|
-
|
$
|
4,962,503
|
$
|
1,653,003
|
9
|
$
|
8,823,028
|
9
|
$
|
5,140,903
|
1 | Under his employment agreement, in the event his employment is terminated by the Company without cause or he resigns for good reason following the public announcement of a Board-approved agreement to effect a change in control but prior to the consummation of the change in control, he would receive a supplemental payment equal to the value of what he would have received had he remained employed through the date of the change in control, payable upon the consummation of the change in control. |
2 | Represents: 200% of i) base salary; and ii) average annual bonus for preceding two fiscal years. |
3 | Represents: 300% of i) base salary; and ii) average annual bonus for preceding two fiscal years. |
4 | Represents fiscal 2016 actual bonus. |
5 | In the event of his death or disability, Mr. Howe's employment agreement specifies that he or his survivors will receive payment of any earned but unpaid bonus. This represents fiscal 2016 bonus. |
6 | The Company's equity plans permit, but do not require, accelerated vesting of certain equity awards in the event of a change in control, as determined in the discretion of the Board of Directors. |
7 | If Mr. Howe's employment is terminated without cause or he resigns for good reason or his contract is not renewed by the Company, his employment agreement provides for prorated vesting of certain performance units. His employment agreement also provides for prorated vesting of certain performance units upon the consummation of a change in control, whether or not his employment is terminated. If his employment is terminated within 24-months following a change in control, vesting of any unvested stock options or RSUs will be accelerated. The stock option value was determined by subtracting the strike price from the closing stock price of our common stock on March 31, 2016 and multiplying this difference by the number of unvested options. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 31, 2016. The performance unit value was determined by multiplying the closing price of our common stock on March 31, 2016 by a prorated portion of the performance units for which one year of the performance period was completed; however, this amount would be decreased if actual attainment at the time of the change in control was less than 100%. |
8 | Six months after long-term disability payments commence all earned but unvested equity vests. Upon death, any earned but unvested equity immediately vests. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 31, 2016 and multiplying this difference by the number of unvested options. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 31, 2016. |
9 | Under his employment agreement, if his total payments or benefits constitute "parachute payments" under section 280G of the Internal Revenue Code that would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then the payments or benefits will be reduced to the greater of: (i) the largest portion of the payment or benefit that would not result in him being subject to the excise tax; or (ii) the entire payment or benefit less all applicable taxes computed at the highest marginal rate. |
Type of Payment
|
Voluntary
Termination or Retirement |
Termination
without Cause or Resignation for Good Reason other than a Change in Control |
Termination
for Cause |
Non-Renewal
by the Company |
Change in
Control with no Termination |
Termination
without Cause or Resignation for Good Reason following a Change in Control 1 |
Death or
Disability |
Severance
|
-
|
$
|
1,930,000
|
2
|
-
|
$
|
965,000
|
3
|
-
|
$
|
2,895,000
|
2
|
-
|
|||||||||||||||
Cash Incentive Plan
|
-
|
$
|
673,000
|
4
|
-
|
$
|
673,000
|
4
|
-
|
$
|
673,000
|
4
|
$
|
673,000
|
5
|
|||||||||||||
SERP or Deferred Compensation Plan
|
$
|
58,942
|
6
|
$
|
58,942
|
6
|
$
|
58,942
|
6
|
$
|
58,942
|
6
|
-
|
7
|
$
|
58,942
|
6
|
$
|
65,606
|
6
|
||||||||
Stock Options
|
-
|
-
|
-
|
-
|
-
|
8
|
$
|
138,063
|
9
|
$
|
138,063
|
10
|
||||||||||||||||
Restricted Stock Units
|
-
|
-
|
-
|
-
|
-
|
8
|
$
|
2,076,550
|
9
|
$
|
2,076,550
|
10
|
||||||||||||||||
Performance Units
|
-
|
$
|
670,002
|
9
|
-
|
$
|
670,002
|
9
|
$
|
670,002
|
9
|
-
|
-
|
|||||||||||||||
Total
|
$
|
58,942
|
$
|
3,331,944
|
$
|
58,942
|
$
|
2,366,944
|
$
|
670,002
|
11
|
$
|
5,841,555
|
11
|
$
|
2,953,219
|
1 | Under his employment agreement, in the event his employment is terminated by the Company without cause or he resigns for good reason following the public announcement of a Board-approved agreement to effect a change in control but prior to the consummation of the change in control, he would receive a supplemental payment equal to the value of what he would have received had he remained employed through the date of the change in control, payable upon the consummation of the change in control. |
2 | Represents: 200% of i) base salary; and ii) average annual bonus for preceding two fiscal years. |
3 | Represents: 100% of i) base salary; and ii) average annual bonus for preceding two fiscal years. |
4 | Represents fiscal year 2016 actual bonus. |
5 | In the event of his death or disability, the terms of Mr. Jenson's employment agreement specify he or his survivors will receive payment of any earned but unpaid bonus. |
6 | This amount consists of voluntary deferrals, earnings on investments and vested Company matching contributions as of March 31, 2016 under the SERP. Any unvested matching contributions are forfeited upon termination except in the case of death or disability, at which time any unvested match automatically vests. |
7 | The SERP is not affected by a change in control unless employment is terminated. Upon termination, the SERP would provide applicable termination benefits in accordance with normal termination guidelines. |
8 | The Company's equity plans permit, but do not require, accelerated vesting of certain equity awards in the event of a change in control, as determined in the discretion of the Board of Directors. |
9 | If Mr. Jenson's employment is terminated without cause or he resigns for good reason, his employment agreement provides for prorated vesting of certain performance units. His employment agreement also provides for prorated vesting of certain performance units upon the consummation of a change in control, whether or not his employment is terminated. If his employment is terminated within 24-months following a change in control, vesting of any unvested stock options or RSUs will be accelerated. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 31, 2016 and multiplying this difference by the number of unvested options in the grant. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 31, 2016. The performance units' value was determined by multiplying the closing price of the Company's common stock on March 31, 2015 by, in the event of a change in control, a prorated portion of the performance units for grants for which one year of the performance period was completed; however, this amount would be decreased if actual attainment at the time of the change in control was less than 100%. |
10 | Six months after long-term disability payments commence all earned but unvested equity vests. Upon death, any earned but unvested equity immediately vests. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 31, 2016 and multiplying this difference by the number of unvested options. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 31, 2016. |
11 | Under his employment agreement, if his total payments or benefits constitute "parachute payments" under section 280G of the Internal Revenue Code that would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then the payments or benefits will be reduced to the greater of: (i) the largest portion of the payment or benefit that would not result in him being subject to the excise tax; or (ii) the entire payment or benefit less all applicable taxes computed at the highest marginal rate. |
Type of Payment
|
Voluntary
Termination or Retirement |
Termination
without Cause or Resignation for Good Reason other than a Change in Control |
Termination
for Cause |
Change in
Control with no Termination |
Termination
without Cause or Resignation for Good Reason following a Change in Control |
Death or
Disability |
Severance
|
-
|
$
|
660,000
|
1
|
-
|
-
|
$
|
984,000
|
2
|
-
|
||||||||||||||
Cash Incentive Plan
|
-
|
$
|
340,000
|
3
|
-
|
-
|
$
|
340,000
|
3
|
-
|
||||||||||||||
SERP or Deferred Compensation Plan
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Stock Options
|
-
|
-
|
-
|
-
|
4
|
$
|
100,443
|
5
|
$
|
100,443
|
5
|
|||||||||||||
Restricted Stock Units
|
-
|
-
|
-
|
-
|
4
|
$
|
337,101
|
5
|
$
|
337,101
|
6
|
|||||||||||||
Performance Units
|
-
|
$
|
299,653
|
7
|
-
|
$
|
299,653
|
7
|
-
|
-
|
||||||||||||||
Total
|
-
|
$
|
1,299,653
|
-
|
$
|
299,653
|
$
|
1,761,544
|
$
|
437,544
|
1 | Represents: 100% of i) of base salary; and ii) average annual bonus for preceding two fiscal years. |
2 | Represents: 150% of i) of base salary; and ii) average annual bonus for preceding two fiscal years. |
3 | Represents fiscal year 2016 actual bonus. |
4 | The Company's equity plans permit, but do not require, accelerated vesting of certain equity awards in the event of a change in control, as determined in the discretion of the Board of Directors. |
5 | Represents accelerated vesting of all Mr. Erwin's unvested stock options and RSUs. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 31, 2016 and multiplying this difference by the number of unvested options. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 31, 2016. |
6 | Six months after long-term disability payments commence all earned but unvested equity vests. Upon death, any earned but unvested equity immediately vests. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 31, 2016 and multiplying this difference by the number of unvested options. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 31, 2016. |
7 | Represents accelerated vesting of: (i) performance units earned during a completed performance period that remain unvested, prorated based on the number of calendar months that elapsed between the beginning of the performance period and the termination date; and (ii) performance units for performance periods that are ongoing as of the termination date and for which at least one year of the performance period has elapsed as of the termination date, prorated based on the number of calendar months that elapsed between the beginning of the performance period and the termination date. The performance units' value was determined by multiplying the closing price of our common stock on March 31, 2016 by the number of prorated performance units: (a) earned during a completed performance period; and (b) at 100% of target attainment for performance periods that are ongoing as of March 31, 2016, however, this amount would not be payable until completion of the performance period and would be decreased if the Company achieved less than 100% attainment of the objectives. |
8 | Represents accelerated vesting of: (i) performance units earned during a completed performance period that remain unvested, prorated based on the number of calendar months that elapsed between the beginning of the performance period and the termination date; and (ii) performance units for performance periods that are ongoing as of the termination date and for which at least one year of the performance period has elapsed as of the termination date, prorated based on the number of calendar months that elapsed between the beginning of the performance period and the termination date. The performance units value was determined by multiplying the closing price of our common stock on March 31, 2016 by the number of prorated performance units: (a) earned during a completed performance period; and (b) at 100% of target attainment for performance periods that are ongoing as of March 31, 2016; however, this amount would be based on actual Company attainment at the time of the change in control and would be decreased if the Company achieved less than 100% attainment of the objectives. |
9 | If the total payment to Mr. Erwin under the Severance Policy constitutes a "parachute payment" under section 280G of the Internal Revenue Code that would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then the payment will be reduced to the greater of: (i) the largest portion of the termination payment that would not result in a portion of the payment being subject to the excise tax; or (ii) the entire payment less all applicable taxes computed at the highest marginal rate. |
Type of Payment
|
Voluntary
Termination or Retirement |
Termination
without
Cause or
Resignation
for Good
Reason
other than a
Change in
Control
|
Termination
for Cause |
Change in
Control
with no
Termination |
Termination
without
Cause or Resignation for Good Reason following a Change in Control |
Death or
Disability |
Severance
|
-
|
$
|
656,000
|
1
|
-
|
-
|
$
|
984,000
|
2
|
-
|
||||||||||||||
Cash Incentive Plan
|
-
|
$
|
344,000
|
3
|
-
|
-
|
$
|
344,000
|
3
|
-
|
||||||||||||||
SERP or Deferred Compensation Plan
|
$
|
247,019
|
4
|
$
|
247,019
|
4
|
$
|
247,019
|
4
|
-
|
5
|
$
|
247,019
|
4
|
$
|
247,019
|
4
|
|||||||
Stock Options
|
-
|
-
|
-
|
-
|
6
|
$
|
118,374
|
7
|
$
|
118,374
|
8
|
|||||||||||||
Restricted Stock Units
|
-
|
-
|
-
|
-
|
6
|
$
|
366,109
|
7
|
$
|
366,109
|
8
|
|||||||||||||
Performance Units
|
-
|
$
|
266,742
|
9
|
-
|
$
|
266,742
|
10
|
-
|
-
|
||||||||||||||
Total
|
$
|
247,019
|
$
|
1,513,761
|
$
|
247,019
|
$
|
266,742
|
11
|
$
|
2,059,502
|
11
|
$
|
731,502
|
1 | Represents: 100% of i) of base salary; and ii) average annual bonus for preceding two fiscal years. |
2 | Represents: 150% of i) of base salary; and ii) average annual bonus for preceding two fiscal years. |
3 | Represents fiscal year 2016 actual bonus. |
4 | This amount consists of voluntary deferrals, earnings on investments and vested Company matching contributions as of March 31, 2016 under the SERP. Mr. Jones is fully vested in the SERP. |
5 | The SERP is not affected by a change in control unless employment is terminated. Upon termination, the SERP would provide applicable termination benefits in accordance with normal termination guidelines. |
6 | The Company's equity plans permit, but do not require, accelerated vesting of certain equity awards in the event of a change in control, as determined in the discretion of the Board of Directors. |
7 | Represents accelerated vesting of all Mr. Jones' unvested stock options and RSUs. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 31, 2016 and multiplying this difference by the number of unvested options. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 31, 2016. |
8 | Six months after long-term disability payments commence all earned but unvested equity vests. Upon death, any earned but unvested equity immediately vests. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 31, 2016 and multiplying this difference by the number of unvested options. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 31, 2016. |
9 | Represents accelerated vesting of: (i) performance units earned during a completed performance period that remain unvested, prorated based on the number of calendar months that elapsed between the beginning of the performance period and the termination date; and (ii) performance units for performance periods that are ongoing as of the termination date and for which at least one year of the performance period has elapsed as of the termination date, prorated based on the number of calendar months that elapsed between the beginning of the performance period and the termination date. The performance units' value was determined by multiplying the closing price of our common stock on March 31, 2016 by the number of prorated performance units: (a) earned during a completed performance period; and (b) at 100% of target attainment for performance periods that are ongoing as of March 31, 2016, however, this amount would not be payable until completion of the performance period and would be decreased if the Company achieved less than 100% attainment of the objectives. |
10 | Represents accelerated vesting of: (i) performance units earned during a completed performance period that remain unvested, prorated based on the number of calendar months that elapsed between the beginning of the performance period and the termination date; and (ii) performance units for performance periods that are ongoing as of the termination date and for which at least one year of the performance period has elapsed as of the termination date, prorated based on the number of calendar months that elapsed between the beginning of the performance period and the termination date. The performance units value was determined by multiplying the closing price of our common stock on March 31, 2016 by the number of prorated performance units: (a) earned during a completed performance period; and (b) at 100% of target attainment for performance periods that are ongoing as of March 31, 2016; however, this amount would be based on actual Company attainment at the time of the change in control and would be decreased if the Company achieved less than 100% attainment of the objectives. |
11 | If the total payment to Mr. Jones under the Severance Policy constitutes a "parachute payment" under section 280G of the Internal Revenue Code that would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then the payment will be reduced to the greater of: (i) the largest portion of the termination payment that would not result in a portion of the payment being subject to the excise tax; or (ii) the entire payment less all applicable taxes computed at the highest marginal rate. |
Type of Payment
|
Voluntary
Termination or Retirement |
Termination
without Cause or Resignation for Good Reason other than a Change in Control |
Termination
for Cause |
Change in
Control with no Termination |
Termination
without
Cause or Resignation for Good Reason following a Change in Control |
Death or
Disability |
Severance
|
-
|
-
|
-
|
-
|
$
|
425,717
|
1
|
-
|
||||||||||||||||
Cash Incentive Plan
|
-
|
-
|
-
|
-
|
$
|
310,000
|
2
|
-
|
||||||||||||||||
SERP or Deferred Compensation Plan
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Stock Options
|
-
|
$
|
1,024,254
|
3
|
-
|
-
|
4
|
$
|
1,162,903
|
5
|
-
|
|||||||||||||
Restricted Stock Units
|
-
|
$
|
1,263,459
|
3
|
-
|
-
|
4
|
$
|
1,359,510
|
5
|
-
|
|||||||||||||
Performance Units
|
-
|
-
|
-
|
$
|
98,803
|
6
|
$
|
98,803
|
6
|
-
|
||||||||||||||
Total
|
-
|
$
|
2,287,713
|
-
|
$
|
98,803
|
7
|
$
|
3,356,932
|
7
|
-
|
1 | Represents: 100% of i) of base salary; and ii) average annual bonus for preceding two fiscal years. |
2 | Represents fiscal year 2016 actual bonus. |
3 | Represents accelerated vesting of Mr. May's unvested stock options and RSUs held by him as of November 11, 2014. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 31, 2016 and multiplying this difference by the number of unvested options. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 31, 2016. |
4 | The Company's equity plans permit, but do not require, accelerated vesting of certain equity awards in the event of a change in control, as determined in the discretion of the Board of Directors. |
5 | Represents accelerated vesting of all Mr. May's unvested stock options and RSUs. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 31, 2016 and multiplying this difference by the number of unvested options. The RSU value was determined by multiplying the number of unvested RSUs by the closing price of our common stock on March 31, 2016. |
6 | Represents accelerated vesting of: (i) performance units earned during a completed performance period that remain unvested, prorated based on the number of calendar months that elapsed between the beginning of the performance period and the termination date; and (ii) performance units for performance periods that are ongoing as of the termination date and for which at least one year of the performance period has elapsed as of the termination date, prorated based on the number of calendar months that elapsed between the beginning of the performance period and the termination date. The performance units' value was determined by multiplying the closing price of our common stock on March 31, 2016 by the number of prorated performance units: (a) earned during a completed performance period; and (b) at 100% of target attainment for performance periods that are ongoing as of March 31, 2016, however, this amount would not be payable until completion of the performance period and would be decreased if the Company achieved less than 100% attainment of the objectives. |
7 | If the total payment to Mr. May under the Severance Policy constitutes a "parachute payment" under section 280G of the Internal Revenue Code that would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then the payment will be reduced to the greater of: (i) the largest portion of the termination payment that would not result in a portion of the payment being subject to the excise tax; or (ii) the entire payment less all applicable taxes computed at the highest marginal rate. |
Name
|
Fees Earned
or Paid in Cash
($)
|
Stock
Awards
($)
|
Total
($)
|
John L. Battelle
|
$
|
80,000
|
$
|
128,000
|
$
|
208,000
|
||||||
Timothy R. Cadogan
|
$
|
80,000
|
$
|
128,000
|
$
|
208,000
|
||||||
William T. Dillard II
|
-
|
$
|
208,000
|
$
|
208,000
|
|||||||
Richard P. Fox
|
$
|
105,000
|
$
|
128,000
|
$
|
233,000
|
||||||
Jerry D. Gramaglia
|
$
|
100,000
|
$
|
210,000
|
$
|
310,000
|
||||||
William J. Henderson
|
$
|
105,000
|
$
|
128,000
|
$
|
233,000
|
||||||
Clark M. Kokich
|
-
|
$
|
223,000
|
$
|
223,000
|
|||||||
Debora B. Tomlin
1
|
$
|
22,500
|
$
|
48,000
|
$
|
70,500
|
1 | Partial year payment. |
|
By Order of the Board of Directors
|
|
|
|
Catherine L. Hughes
|
|
Corporate Governance Officer & Secretary
|
SEE REVERSE
SIDE
|
☒
|
|
Please mark your votes as in this example.
|
The Board of Directors recommends a vote FOR Proposals 1, 2 and 3
|
4.
|
In their discretion, the proxies are authorized to consider and vote upon such other business that may come before the meeting or any postponement or adjournment thereof.
|
|||||||
SIGNATURE
|
|
|
DATED :
|
|
, 2016
|
|
||
|
|
|
|
|
|
|
||
SIGNATURE
|
|
|
DATED :
|
|
, 2016
|
|
||
|
|
|
|
|
|
|
||
NOTE:
|
Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.
|
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