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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 |
100 Redwood Shores Parkway
Redwood City, California 94065
|
www.virtualshareholdermeeting.com/ACXM17
|
Tuesday, August 8, 2017 – 10:30 A.M. (PDT)
|
|
Notice of Annual Meeting of Stockholders
|
1. |
To elect as directors the three nominees named in the attached Proxy Statement for a three-year term expiring in 2020;
|
2. |
To approve a proposal to amend the Company's Amended and Restated 2005 Equity Compensation Plan (the "2005 Plan") to increase the number of shares available for issuance under the 2005 Plan and to re-approve its performance goals;
|
3. |
To approve, on an advisory (non-binding) basis, the compensation of our named executive officers;
|
4. |
To select, in an advisory (non-binding) vote, the frequency of future advisory votes on executive compensation;
|
5. |
To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2018; and
|
6. |
To transact any other business that may properly come before the meeting or any postponement or adjournment thereof.
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A-1
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Proxy Statement
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Materials and the 2017 Annual Meeting
|
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 29, 2017, 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 2017 Annual Meeting?
|
A: |
Holders of record of Acxiom common stock at the close of business on June 12, 2017 (the record date for the 2017 Annual Meeting) are entitled to vote their shares of common stock owned as of that date at the 2017 Annual Meeting or any postponement or adjournment thereof. On the record date for the 2017 Annual Meeting, there were 79,083,412 shares of the Company's common stock outstanding and entitled to vote. A list of our stockholders will be available for review at our office at 301 E. Dave Ward Drive, Conway, Arkansas 72032 for at least 10 days prior to the 2017 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 12, 2017, 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 2017 Annual Meeting?
|
A: |
You may attend the 2017 Annual Meeting in person or virtually via the Internet. The meeting will be held on August 8, 2017, at 10:30 a.m. PDT at our Redwood City office located at 100 Redwood Shores Parkway, Redwood City, California 94065. To attend virtually, log on to
www.virtualshareholdermeeting.com/ACXM17
. While all Acxiom stockholders will be permitted to listen online to the 2017 Annual Meeting, only stockholders of record and beneficial owners as of the close of business on the record date, June 12, 2017, 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/ACXM17
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 webcast of the 2017 Annual Meeting and, on the date of the meeting, will be available via telephone at 1-855-449-0991 toll free (or at 1-720-378-5962 for international calls) to answer your questions regarding how to attend and participate in the 2017 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 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
. If you are a stockholder of record or a beneficial owner as of the June 12, 2017 record date, you may vote in person or virtually via the Internet during the 2017 Annual Meeting. If you desire to vote in person during the meeting, please request a ballot when you arrive. If you desire to vote virtually via the Internet at the meeting, please follow the instructions for attending and voting during the 2017 Annual Meeting posted at
www.virtualshareholdermeeting.com/ACXM17
. 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 9:59 p.m. PDT on August 2, 2017 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 2017 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, 301 E. Dave Ward Drive, Conway, Arkansas 72032; (ii) submitting another vote over the Internet or by telephone; or (iii) by attending and voting, in person or virtually via the Internet, during the 2017 Annual Meeting. However, your attendance during the 2017 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 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 2017 Annual Meeting?
|
A: |
The presence in person, 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 2017 Annual Meeting. If a quorum is established, each holder of common stock shall be entitled to one vote on the matters presented at the 2017 Annual Meeting for each share of common stock outstanding in his or her name on the record date.
|
Q: |
What items of business will be presented at the 2017 Annual Meeting?
|
A: |
The following matters will be presented for stockholder consideration and voting at the 2017 Annual Meeting:
|
1.
|
The election of three director nominees named in this Proxy Statement for a three-year term expiring in 2020;
|
2.
|
A proposal to amend the Company's Amended and Restated 2005 Equity Compensation Plan (the "2005 Plan") to increase the number of shares available for issuance under the 2005 Plan and to re-approve its performance goals;
|
3.
|
An advisory vote to approve the compensation of our named executive officers;
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4.
|
An advisory vote to select the frequency of future advisory votes on executive compensation; and
|
5.
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The ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2018.
|
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
|
Votes Required
for Approval
|
1.
Election of directors
|
Majority of votes cast
for each nominee* |
2.
Proposal to amend the 2005 Plan to increase the number of shares available for issuance and to re-approve the 2005
Plan's performance goals
|
Majority of votes
cast*
|
3.
Advisory vote to approve executive compensation
|
Majority of votes
cast* |
4.
Advisory vote to select the frequency of future advisory votes on executive compensation
|
Majority of votes
Cast*
|
5.
Ratification of auditors
|
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 2017 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 2017 Annual Meeting.
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Q: |
Which items of business are considered "routine" and "non-routine"?
|
A: |
The election of directors (Proposal No. 1), the proposal to increase the number of shares available for issuance under the 2005 Plan and to re-approve its performance goals (Proposal No. 2), the advisory vote regarding the Company's executive compensation (Proposal No. 3), and the advisory vote to select the frequency of future advisory votes on executive compensation (Proposal No. 4) are considered 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. 5) 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 2017 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 2017 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:
|
|
(Proposal No. 1 of the Proxy Card)
|
|
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.
|
Timothy R. Cadogan
|
|
Age 46
Director since 2012
Committee:
Compensation
|
|
|
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, his service over the years on the boards of other public companies,
and the extensive knowledge of our business that he has acquired through his service on our Board
. Mr. Dillard's understanding of corporate planning, risk management, executive compensation, and capital markets are an invaluable asset to our Board. His longevity as a director gives him a unique perspective on the history and the direction of the Company. In addition, his deep knowledge of the Company allows him to quickly analyze critical issues and provide reasoned advice and counsel. Based upon his service as a chief executive officer of a public company and his financial sophistication, Mr. Dillard is deemed to be an "audit committee financial expert," as defined by the rules of the SEC. T
hrough his tenure on our Board, Mr. Dillard has acquired an unmatchable breadth of knowledge and understanding of our business, which allows him to offer a unique perspective on Acxiom's current strategies and operations to the other directors and to management. The Board greatly appreciates and benefits from the continuity and stability that Mr. Dillard, as the longest serving director, is able to provide.
Mr. Dillard has served as a member of the Dillard's, Inc. (NYSE: DDS) board of directors since 1968 and currently serves as chairman of the board and chief executive officer. Dillard's, Inc. is a chain of traditional department stores based in Little Rock, Arkansas, with 268 store locations and 25 clearance centers in 29 states, and one Internet store. Mr. Dillard is also a director of Barnes & Noble, Inc. (NYSE: BKS). He served as Acxiom's lead independent director from 2006–2007. In 2015, he was awarded the University of Arkansas Chancellor's Medal honoring individuals whose service to higher education and society at large has been truly extraordinary. In 2016, he was one of four people inducted into the Arkansas Business Hall of Fame, which honors the outstanding lifetime accomplishments of business leaders in the state.
Mr. Dillard holds a bachelor's degree in business administration and was recently awarded an honorary doctor of business degree, both from the University of Arkansas. He also holds an MBA from Harvard University.
|
William T. Dillard II
|
|
Age 72
Director since 1988
Committee:
Audit/Finance
|
|
|
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 previously served on the boards of Blue Nile, Inc., a leading online retailer of diamonds and fine jewelry, the Internet Advertising Bureau (IAB), and the Center for Medical Weight Loss. 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.
|
Scott E. Howe
|
|
Age 49
Director since 2011
Committee:
Executive (Chair)
|
|
|
|
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 chair of the board of directors of sovrn Holdings, LLC, 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 influential 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. 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.
|
John L. Battelle
|
|
Age 51
Director since 2012
Committee:
Audit/Finance
|
|
Skills and Qualifications
As the chief marketing and customer 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 Acxiom Board to obtain insights into the Company's strategies from a customer perspective.
Since 2013, Ms. Tomlin has served in her current position as chief marketing and customer officer for CSAA Insurance Group ("CSAA"), a major provider of AAA-branded insurance, and served as CSAA's chief marketing officer from 2012-2013. She 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. 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.
|
Debora B. Tomlin
|
|
Age 48
Director since 2016
Committee:
Compensation
|
|
|
Skills and Qualifications
Mr. Fox's financial, accounting and management expertise qualifies him to serve on our Board and to serve as chair of the Audit/Finance Committee. As a result of his extensive accounting and financial management experience, Mr. Fox has a deep understanding of financial reporting processes, internal accounting and financial controls, independent auditor engagements, and other audit committee and board functions. As a certified public accountant, and based on his extensive financial and accounting expertise and management experience, Mr. Fox is deemed to be an "audit committee financial expert," as defined by the rules of the SEC. Additionally, his management experience across a diverse array of industries, including several technology and software companies, enables him to offer the Board a broad perspective on the challenges and opportunities facing the Company.
Since 2001, Mr. Fox has been an independent consultant. From 2000–2001, he was president and chief operating officer of CyberSafe Corporation, a global security software provider, where he was responsible for the overall financial services and operations of the company. From 1998–2000, Mr. Fox was chief financial officer and a member of the board of directors of Wall Data, a developer of enterprise software products and associated application tools, where he was responsible for the company's finances, operations, and human resources activities. Previously Mr. Fox spent 28 years at EY, a global accounting firm, last serving as managing partner of EY's Seattle office from 1995–1997. He currently serves on the board of directors of Pinnacle West Capital Corporation (NYSE: PNW), an energy holding company; ServiceMaster Global Holdings, Inc. (NYSE: SERV), a leading provider of residential and commercial services; and Univar Inc. (NYSE: UNVR), an international chemical distributor. He is also a member of the board of directors of HonorHealth and Premera Blue Cross and serves on the Board of Visitors of the Fuqua School of Business at Duke University. Previously, he served on the boards of Pendrell Corporation (NASDAQ: PCO), an intellectual property investment and advisory firm; Flow International (NASDAQ: FLOW), a machine tool manufacturer; Shurgard Self Storage until its merger with Public Storage in 2006; aQuantive, Inc. until it was acquired by Microsoft in 2007; Orbitz Worldwide until 2011; and PopCap until it was acquired by Electronic Arts in 2011. Mr. Fox holds a bachelor's degree in business administration from Ohio University and an MBA from the Fuqua School of Business at Duke University, where he was a Fuqua Scholar. He is a certified public accountant in the State of Washington.
|
Richard P. Fox
|
|
Age 69
Director since 2012
Committees:
Audit/Finance (Chair), Executive
|
|
|
|
|
• |
Acxiom purchased data and services from sovrn Holdings, LLC ("sovrn"), for which director John L. Battelle serves as board chair. The charges to Acxiom, which were based on sovrn's standard rates, totaled approximately $600,706 in the last fiscal year. This amount represents approximately 0.07% of Acxiom's total annual revenue and approximately 0.3% 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 $136,666 in the last fiscal year. This amount represents approximately 0.016% of Acxiom's total annual revenue and approximately 0.0023% 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 $784,168 in the last fiscal year. This amount represents approximately 0.09% of Acxiom's total annual revenue and approximately 0.2% 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 $159,510 in the last fiscal year. This amount represents approximately 0.002% of Acxiom's total annual revenue and approximately 0.004% of comScore's total annual revenue.
|
|
Committee Memberships
|
|||
Board Member
|
Audit/
Finance
|
Compensation
|
Executive
|
Governance/
Nominating
|
Jerry D. Gramaglia,
Chairman
|
-
|
-
|
|
|
John L. Battelle
|
|
-
|
-
|
-
|
Timothy R. Cadogan
|
-
|
|
-
|
-
|
William T. Dillard II
|
|
-
|
-
|
-
|
Richard P. Fox
|
|
-
|
|
-
|
Clark M. Kokich
|
-
|
-
|
-
|
|
William J. Henderson
|
-
|
|
-
|
|
Scott E. Howe
|
-
|
-
|
|
-
|
Debora B. Tomlin
|
-
|
|
-
|
-
|
Meetings held in fiscal 2017
|
6
|
5
|
1
|
4
|
Written consents in fiscal 2017
|
-
|
3
|
1
|
-
|
●
|
via a "broker's cashless exercise" (
i.e
., through the sale of shares, by way of a broker, acquired upon exercise of the option having a fair market value equal to the exercise price pursuant to procedures approved by Acxiom);
|
●
|
by delivering shares of Acxiom common stock previously owned by the participant for at least six months and having a fair market value equal to the exercise price;
|
●
|
by authorizing Acxiom to withhold a number of shares of Acxiom common stock otherwise issuable to the participant upon exercise of an option having a fair market value equal to the exercise price; or
|
●
|
by any combination of the above.
|
●
|
earnings (either in the aggregate or on a per-share basis, reflecting dilution of shares as the Compensation Committee deems appropriate and, if the Compensation Committee so determines, net of or including dividends) before or after interest and taxes (EBIT) or before or after interest, taxes, depreciation, and amortization (EBITDA)
|
●
|
gross or net revenue or changes in annual revenues
|
●
|
cash flow(s) (including operating, free or net cash flows)
|
●
|
financial return ratios
|
●
|
total stockholder return, stockholder return based on growth measures or the attainment by the shares of a specified value for a specified period of time
|
●
|
share price or share price appreciation
|
●
|
earnings growth or growth in earnings per share
|
●
|
return measures, including return or net return on assets, net assets, equity, capital, investment or gross sales
|
●
|
adjusted pre-tax margin
|
●
|
pre-tax profits
|
●
|
operating margins
|
●
|
operating profits
|
●
|
operating expenses
|
●
|
dividends
|
●
|
net income or net operating income
|
●
|
growth in operating earnings or growth in earnings per share
|
●
|
value of assets
|
●
|
market share or market penetration with respect to specific designated products or product groups and/or specific geographic areas
|
●
|
aggregate product price and other product measures
|
●
|
expense or cost levels, in each case, where applicable, determined either on a company-wide basis or in respect of any one or more specified divisions
|
●
|
reduction of losses, loss ratios or expense ratios
|
●
|
reduction in fixed costs
|
●
|
operating cost management
|
●
|
cost of capital
|
●
|
debt reduction
|
●
|
productivity improvements
|
●
|
satisfaction of specified business expansion goals or goals relating to acquisitions or divestitures
|
●
|
customer satisfaction based on specified objective goals or an Acxiom-sponsored customer survey
|
●
|
employee and consultant diversity goals
|
●
|
any outstanding options may become immediately exercisable;
|
●
|
any outstanding options may terminate within a specified number of days after notice to the affected participants, and the participant will receive an amount of cash equal to the excess of the fair market value of the shares immediately prior to the occurrence of the change in control (which shall be no less than the value being paid for such shares in the transaction) over the exercise price of the option;
|
●
|
restrictions and deferral limitations applicable to any restricted stock or RSU awards may become free of all restrictions and become fully vested and transferable;
|
●
|
all performance awards may be considered to be prorated, and any deferral or other restriction may lapse and such awards may be immediately settled or distributed; and/or
|
●
|
the restrictions and deferral limitations and other conditions applicable to any other stock unit awards or any other types of awards granted under the 2005 Plan may lapse, and such awards may become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the award not previously forfeited or vested.
|
Weighted-average
|
|||||||
remaining
|
|||||||
Number of shares
|
Weighted-average
|
contractual
|
|||||
Outstanding
|
exercise price ($)
|
term (in years)
|
|||||
Stock Options
|
|
3,301,523
|
13.14
|
|
5.70
|
||
Performance Stock Option Units (PSOs)
|
|
366,642
|
21.41
|
2.10
|
|||
Total Appreciation Awards
|
|
3,668,165
|
16.06
|
4.81
|
|||
Restricted Stock Units (RSUs)
|
3,499,965
|
n/a
|
n/a
|
||||
Performance-Based Restricted Stock Units (PSUs)
|
770,219
|
n/a
|
n/a
|
||||
Other Performance Units (Other PSUs)
|
395,729
|
n/a
|
n/a
|
||||
Total Full Value Awards
|
4,665,913
|
||||||
Total Awards
|
8,334,078
|
|
|||||
Shares Available for Grant
|
2,347,602
|
||||||
Shares of Common Stock Outstanding
1
|
79,084,911
|
Stock Option
|
PSOs
|
PSARs
|
PSUs
|
Other PSUs
|
Adjusted
|
||||
Fiscal Year
|
Grants (1)
|
Earned
(2)
|
Earned
(3)
|
RSU Grants
|
Earned
(4)
|
Earned (5)
|
WASO (6)
|
Unadjusted
Burn Rate
|
Burn
Rate (7)
|
2017
|
0
|
0
|
0
|
2,309,183
|
0
|
0
|
77,609,000
|
2.98%
|
7.44%
|
2016
|
445,785
|
0
|
0
|
1,427,561
|
0
|
0
|
77,616,000
|
2.41%
|
5.17%
|
2015
|
415,639
|
0
|
0
|
1,770,303
|
517,565
|
0
|
77,106,000
|
3.51%
|
7.96%
|
(1)
|
Excludes 358,503 replacement options granted in connection with Acxiom's acquisitions of Arbor and Circulate in 2017 and 1,473,668 replacement options granted in connection with Acxiom's acquisition of LiveRamp in 2015.
|
(2)
|
The Company granted 633,604 PSOs in 2017 and none in 2016 or 2015.
|
(3)
|
The Company granted 245,404 PSARs in 2015 and none in 2016 or 2017.
|
(4)
|
Then Company granted 263,835 PSUs in 2017, 367,807 PSUs in 2016 and 266,751 PSUs in 2015.
|
(5)
|
The Company granted zero Other PSUs in 2017, 323,080 Other PSUs in 2016 and 312,575 Other PSUs in 2015.
|
(6)
|
WASO means the basic weighted average common shares outstanding for each fiscal year.
|
(7)
|
Full value awards are adjusted by 2.5x per ISS methodology.
|
·
|
Prohibit the payment of dividends or dividend equivalents on unvested awards.
Although the Company does not currently pay dividends, prior to the amendments, the 2005 Plan provided that holders of certain awards may be entitled to any dividends paid on common stock and that the Compensation Committee or Board could have provided that holders of certain awards were entitled to dividend equivalents.
|
·
|
Provide that the minimum vesting period for stock options, SARs and RSUs shall be one year from the date of grant, generally consistent with other awards, provided that for RSUs relating to up to 100,000 shares the vesting period may be less than one year.
|
·
|
Clarify the definition of a "change-in-control event" to provide that:
|
o
|
mergers or similar transactions must have been consummated;
|
o
|
mergers where the Company's shareholders prior to the transaction retain a majority of the voting power of the surviving corporation do not constitute a change-in-control event;
|
o
|
the acquisition of a significant percentage of the Company's voting power requires at least the acquisition of 20%;
|
o
|
to remove certain discretion in determining that other events constitute a change in control; and
|
o
|
to provide that to avoid adverse tax consequences, a change-in-control event shall be deemed to occur only to the extent it meets the requirements for a change-in-control event for purposes of Section 409A of the Code.
|
·
|
Clarify that awards may not be transferred to third-party financial institutions for value, such as for collateral.
|
·
|
Remove a provision providing for the ability to extend the expiration date of awards.
|
|
|
|
|
|
|
|
|
|
Group
|
Number of
RSUs
|
Grant date
RSU Value
|
Number of
PSUs
|
Grant date
PSU Value
|
Number of
PSOs
|
Grant date
PSO Value
|
Number of
Common Shares
|
Grant date
Common Share Value
|
Executives
|
181,953
|
$ 3,900,000
|
216,055
|
$5,300,000
|
|
|
|
|
Employees
|
1,234,035
|
$ 27,600,000
|
47,780
|
$1,200,000
|
633,604
|
$4,900,000
|
||
Directors
|
|
|
|
|
|
|
51,948
|
$1,300,000
|
Number of securities
|
||||||||||||||
Number of
|
available for future
|
|||||||||||||
securities
|
issuance
|
|||||||||||||
to be issued upon
|
under equity
|
|||||||||||||
exercise of
|
Weighted-average
|
compensation
|
||||||||||||
outstanding
|
exercise price of
|
plans (excluding
|
||||||||||||
options,
|
outstanding options,
|
securities
|
||||||||||||
Plan category
|
warrants and rights
|
warrants
and rights
|
reflected in column (a))
|
|||||||||||
(a)
|
(b)
|
(c)
|
||||||||||||
Equity compensation plans
approved by shareholders
|
2,811,965
|
1 |
|
$
|
13.10
|
2,481,688
|
||||||||
Equity compensation plans
not approved by shareholders
|
221,106
|
2 |
|
13.74
|
217,559
|
|||||||||
Total
|
3,033,071
|
$
|
13.14
|
2,699,247
|
1
|
This figure represents stock options issued under shareholder-approved stock option plans, of which 459,275 were assumed in connection with our fiscal 2015 acquisition of LiveRamp, 283,981 were assumed in connection with our fiscal 2017 acquisition of Arbor, and 61,499 were assumed in connection with our fiscal 2017 acquisition of Circulate.
|
2
|
Issued pursuant to the Company's 2011 Plan described below, which does not require shareholder approval under the exception provided for in NASDAQ Marketplace Rule 5635(c)(4).
|
|
(Proposal No. 3 of the Proxy Card)
|
• |
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
|
|
(Proposal No. 4 of the Proxy Card)
|
|
(Proposal No. 5 of the Proxy Card)
|
|
2017
|
2016
|
Audit Fees (including quarterly reviews)
1
|
$ 1,991,000
|
$
2,326,000
|
Audit-Related Fees
2
|
872,000
|
687,000
|
Tax Fees
3
|
108,000
|
64,000
|
All Other Fees
4
|
642,000
|
29,000
|
Total
|
$ 3,613,000
|
$
3,106,000
|
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, namely, accounting advisory services and accounting research online membership.
|
|
|
|
|
Submitted by the Audit/Finance Committee
|
|
|
Richard P. Fox, Chairman
|
|
|
John L. Battelle
|
William T. Dillard II |
|
|
• |
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.
|
* |
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 42,380 shares subject to options which are currently exercisable or exercisable within 60 days, of which all are in the money.
|
3 |
Includes 848,695 shares subject to options which are currently exercisable or exercisable within 60 days, of which all are in the money.
|
4 |
Includes 373,787 shares subject to options which are currently exercisable or exercisable within 60 days, of which all are in the money.
|
5 |
Includes 90,938 shares subject to options which are currently exercisable or exercisable within 60 days, of which all are in the money.
|
6 |
Includes 26,576 shares subject to options which are currently exercisable or exercisable within 60 days, of which 16,930 are in the money.
|
7 |
Includes 1,640,288 shares subject to options which are currently exercisable or exercisable within 60 days, of which 1,630,642 are in the money.
|
8 |
This information is based solely upon information contained in a Schedule 13G/A filed on March 9, 2017. According to the Schedule 13G/A, BlackRock, Inc. has sole voting power over 7,665,411 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 9, 2017. According to the Schedule 13G/A, The Vanguard Group has sole voting power over 123,218 of the reported shares, shared voting power over 10,383 of the reported shares, sole dispositive power over 5,780,833 of the reported shares, and shared dispositive power over 129,684 of the reported shares.
|
10 |
This information is based solely upon information contained in a Schedule 13G/A filed on February 14, 2017. 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, 2017
|
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
|
S. Travis May
|
President & General Manager, Connectivity
|
Dennis D. Self
|
President & General Manager, Marketing Services
|
• |
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
|
• |
75% of our executive officers' target total direct compensation opportunities are "at risk" and linked to the achievement of pre-established business outcomes.
|
• |
Performance-based incentives now comprise the majority of our executive officers' target total direct compensation opportunities. These incentives reward our executive officers 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 and enhance our executive compensation program to emphasize long-term performance. Most recently, this is evidenced by our significant re-design of the 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 unit ("PSU") awards and the use of a Total Shareholder Return ("TSR") measure in our PSU plan (as described in Section 2 below).
|
Connectivity
FY17 Rev (Y/Y gr
1
): $147M (+44%)
|
Audience Solutions
FY17 Rev (Y/Y gr
1
): $322M (
+
8%)
|
Marketing Services
FY16 Rev (Y/Y gr
1
): $411M (-9%)
|
We help clients build a multi-channel view of their customers and prospects and utilize this view across channels through partnerships with leading digital marketing platforms
|
We validate the accuracy of client data and enhance it with additional insight from third party sources, enabling clients to reach desired audiences with highly relevant messages
|
We help clients unify customer and prospect data across their enterprise at the individual level and assist them in executing and measuring the effectiveness of multichannel campaigns
|
Client Experience
|
||
•
"LiveRamp®
IdentityLink™
allowed us to onboard offline prospect data, add third party information and conduct a targeted multichannel campaign to moderate income prospects who recently indicated a desire to purchase a car."
|
•
"With
AbiliTec®,
we tied multiple data elements back to a persistent identifier that represents a unique consumer."
•
"We used
Infobase®
to create a customer segment of high income, multi-child families, despite only knowing name and address."
|
•
"With Marketing Services' help, we unified and organized our customer data across multiple IT systems in a Marketing Database, and identified opportunities for them to cross-sell their new product to their existing customer base."
|
• |
Scaling our leadership in identity resolution and data connectivity, growing direct customers year-over-year by over 40% and adding more than 200 marketing applications and data providers to our partner ecosystem.
|
• |
Transforming our Audience Solutions division into a second engine of growth, increasing total segment revenue by 8% and growing digital data revenue by approximately 100%.
|
• |
Stabilizing and improving top-line performance and profitability in our Marketing Services division.
|
• |
Reinvigorating a sluggish International business and putting it on a clear path toward sustainable and profitable growth. During the year, we also successfully launched LiveRamp in both the United Kingdom and France.
|
• |
Creating value through M&A, including the divestiture of a non-core email business and the strategic acquisitions of Arbor and Circulate to accelerate our vision for LiveRamp and scale our network.
|
• |
Innovating across our portfolio and delivering new products and capabilities to our customers, including
IdentityLink
™
, the
IdentityLink
™
Data Store
and the
Audience Cloud®
.
|
• |
Making Acxiom a better place to work. During the year, we made substantial investments in our workplace experience to drive innovation and engagement. As a result, Acxiom was recently certified as a great workplace by the independent analysts at Great Place to Work®. In addition, we were named to the 2017 Bay Area Best Places to Work list, and LiveRamp was recognized by Glassdoor as one of the top ten Best Places to Work.
|
• |
Returning value to our stockholders, repurchasing more than $30 million of our common stock during the year.
|
• |
Fiscal year Total Shareholder Return ("TSR") of 33%, compared to 19% for the S&P Midcap 400 Index
|
• |
Revenue of $880 million, up 3.5% on a reported basis. Revenue was negatively impacted by Acxiom Impact divestiture, which reduced revenue $40 million year over year.
|
• |
GAAP diluted EPS from continuing operations was $0.05, up from a loss of $0.11 in fiscal 2016. Overall Non-GAAP diluted earnings-per-share ("EPS")
1
from continuing operations was $0.71, up from $0.59 in fiscal 2016.
|
• |
Net earnings from continuing operations was $4.1 million, up 148% from 2016.
|
• |
Strong growth in our Connectivity division, with revenue up 43% year-over-year to approximately $147 million and segment income improving significantly.
|
|
•
|
Fiscal 2017 PSU award design
–
The PSU awards are payable in shares of our common stock at the end of a three-year performance period based on our relative TSR performance compared to the S&P Midcap 400 Index over this period.
|
|
|
Fiscal 2015–2017 PSU award outcome
– PSU awards were earned at 160% of target achievement, as a result of exceeding our three-year adjusted EPS target subject to a relative TSR modifier.
|
|
|
Fiscal 2015 "transformational" awards
– As of the end of fiscal 2017, the per share market price of our common stock was $28.47. Based on this share price, the one-time transformational incentive award (in the form of performance-based stock appreciation rights and performance-based restricted stock unit awards) granted to our CEO in fiscal 2015 was not earned.
|
• |
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; and
|
• |
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 executive officers to:
●
Eliminate use of stock options
●
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 executive officers
|
Began with long-term incentive compensation awards granted in fiscal 2017
|
|
Long-term incentive award design
|
Duplicative performance measure (EPS) with annual cash incentive plan
|
Replace EPS performance measure with relative TSR measure, using S&P Mid-Cap 400 Index
Set target level payment to be earned only for above-median (60
th
percentile) performance
|
Began with long-term incentive compensation awards granted in fiscal 2017
|
Compensation Area
|
Stockholder
Feedback |
Our Response
|
When Change
Became Effective |
Annual incentive plan design
|
Earnings before interest and taxes ("EBIT") is a preferable measure of profit and growth
|
Changed Annual Cash Incentive Plan measure to EBIT from EPS
|
April 1, 2017, for fiscal 2018 plan performance
|
Fiscal 2017 CEO
Target Total Direct Compensation
|
Fiscal 2017 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
|
✓
|
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.
|
• |
consulted with the Compensation Committee chair and other members between Compensation Committee meetings;
|
• |
provided competitive market data based on the compensation peer group for our executive officer positions and evaluated 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;
|
• |
reviewed and analyzed the base salary levels, annual cash incentive opportunities, and long-term incentive compensation opportunities of our executive officers;
|
• |
assessed executive compensation trends within our industry, and updated the Compensation Committee on corporate governance and regulatory issues and developments;
|
• |
reviewed market equity compensation practices, including burn rate and overhang;
|
• |
reviewed the Compensation Discussion and Analysis; and
|
• |
assessed compensation risk to determine whether our compensation policies and practices are reasonably likely to have a material adverse impact on the Company.
|
• |
similar revenue size – ~0.5x to ~2.0x our last four fiscal 2016 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 2016
Base Salary |
Fiscal 2017
Base Salary
|
Percentage
Adjustment |
Mr. Howe
|
$
650,000
|
$ 650,000
|
-
|
Mr. Jenson
|
$
515,000
|
$ 525,000
|
1.9%
|
Mr. Erwin
|
$
400,000
|
$ 425,000
|
6.3%
|
Mr. May
|
$
310,000
|
$ 375,000
|
7.1%
|
Mr. Self
|
$ 420,000 |
$ 425,000
|
1.2%
|
Named Executive Officer
|
Fiscal 2017 Target
Annual Cash Incentive Opportunity
(as a percentage of
base salary) |
Fiscal 2017 Target
Annual Cash Incentive Opportunity
($)
|
Mr. Howe
|
110%
|
$
715,000
|
Mr. Jenson
|
100%
|
$
515,000
|
Mr. Erwin
|
65%
|
$
276,250
|
Mr. May
|
65%
|
$
243,750
|
Mr. Self
|
65%
|
$
276,250
|
Fiscal 2017 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 reflects 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 pages 59-60 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 EPS.
|
Corporate Performance Measure
|
Threshold
Performance
Level
|
Target
Performance
Level |
Maximum
Performance
Level
|
|||
Adjusted Revenue
($ in millions)
|
$815
|
$905
|
$950
|
|||
Adjusted EPS
|
$0.65
|
$0.72
|
$0.83
|
|||
Funding
|
Up to 50%
|
Up to 100%
|
Up to 200%
|
* |
Dollars in millions
|
Named Executive
Officer |
Fiscal 2017
Target Annual Cash Incentive Opportunity ($) |
Maximum Performance Factor
|
Corporate
Performance Factor |
Target
Multiplied by Corporate Performance Factor |
Actual
Annual Cash Incentive Payment |
Actual
Annual Cash Incentive Payment (as a percentage of target) |
||||
Mr. Howe
|
$
715,000
|
200%
|
149%
|
$
1,065,000
|
149%
|
$ 1,065,000
|
||||
Mr. Jenson
|
$
525,000
|
200%
|
149%
|
$
782,250
|
157%
|
$ 825,000
|
||||
Mr. Erwin
|
$
276,250
|
200%
|
149%
|
$
411,613
|
154%
|
$ 425,000
|
||||
Mr. May
|
$
243,750
|
200%
|
149%
|
$
363,188
|
164%
|
$ 400,000
|
||||
Mr. Self
|
$
276,250
|
200%
|
149%
|
$
411,613
|
115%
|
$ 318,000
|
Named Executive
Officer |
Restricted Stock
Units Granted
(number of shares)
|
Performance Stock
Units Granted (number of shares) |
Total
Grant Date Fair Value ($) |
Mr. Howe
|
68,204
|
102,306
|
$
3,971,519
|
Mr. Jenson
|
35,897
|
35,897
|
$
1,647,672
|
Mr. Erwin
|
15,705
|
15,705
|
$
720,860
|
Mr. May
|
22,436
|
22,436
|
$
1,029,812
|
Mr. Self
|
15,705
|
15,705
|
$
720,860
|
Total Stockholder Return Percentile
|
Total Stockholder Return Modifier
1
|
Below 25
th
|
0
|
25th
|
25%
|
50
th
|
77%
|
60
th
|
100%
|
90-100th
|
200%
|
(1) |
The performance units earned are to be determined on a linear basis between the specified target levels.
|
FY17 Adjusted EPS
1
|
% of Performance Units Earned
|
Below $1.18
|
0%
|
$1.18
|
50%
|
$1.31
|
100%
|
$1.44
|
200%
|
1
|
See Schedule 1 on page 60 of this Proxy Statement for a reconciliation of our GAAP earnings-per-share to overall Non-GAAP earnings-per-share and Adjusted EPS for PSU attainment.
|
TSR Percentile
|
TSR Modifier
|
Below 25th
|
0.8
|
50th
|
1.0
|
75th and Above
|
1.2
|
Named Executive
Officer |
FY 2015
PSU Target
(# shares)
|
Financial
Performance Factor |
Shares
Earned
|
Vest Date
Fair Value
1
|
|
Mr. Howe
|
72,195
|
160%
|
115,512
|
$ 3,020,639
|
|
Mr. Jenson
|
29,268
|
160%
|
46,828
|
$ 1,224,552
|
|
Mr. Erwin
|
-
|
-
|
-
|
-
|
|
Mr. May
|
-
|
-
|
-
|
-
|
|
Mr. Self
|
5,854
|
160%
|
9,366
|
$ 244,931
|
●
|
value should be realized only after stockholders have realized a specified appreciation in share price;
|
●
|
the realized value should be capped to avoid unintended windfalls; and
|
●
|
realized value is predicated on a specified level of revenue attainment.
|
• |
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 currently allocated between 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 annual 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 incentive compensation 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 (described below) 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)
|
$ 880,247
|
Plus: Budgeted revenue of Acxiom Impact lost in divestiture
|
$ 24,835
|
Less: Budgeted revenue provided by Arbor & Circulate acquisitions
|
$ (4,562)
|
Adjusted Revenue
|
$ 900,520
|
|
For the Twelve Months Ended
March 31, |
|
|
2017
|
2016
|
Earnings (loss) from continuing operations before income taxes
|
$ 8,642
|
$ (20,280)
|
Income taxes
|
$ 4,534
|
$ (11,632)
|
Net earnings (loss) from continuing operations
|
$ 4,108
|
$ (8,648)
|
Earnings from discontinued operations, net of tax
|
$ -
|
$ 15,351
|
Net earnings
|
$ 4,108
|
$ 6,703
|
Earnings per share from continuing operations:
|
||
Basic
|
$ 0.05
|
$ (0.11)
|
Diluted
|
$ 0.05
|
$ (0.11)
|
Earnings per share from discontinued operations:
|
||
Basic
|
$ -
|
$ 0.20
|
Diluted
|
$ -
|
$ 0.20
|
Earnings per share:
|
||
Basic
|
$ 0.05
|
$ 0.09
|
Diluted
|
$ 0.05
|
$ 0.09
|
Excluded items:
|
||
Purchased intangible asset amortization (cost of revenue)
|
$ 18,644
|
$ 15,466
|
Non-cash stock compensation (cost of revenue and operating expenses)
|
$ 49,145
|
$ 31,463
|
Impairment of goodwill and other
|
$ 1,315
|
$ 6,829
|
Restructuring charges and other adjustments (gains, losses, and other)
|
$ 10,045
|
$ 12,132
|
Gain on sales of assets (gains, losses, and other)
|
$ (2,986)
|
$ -
|
Separation and transformation costs (general and administrative)
|
$ 8,639
|
$ 20,826
|
Accelerated amortization (cost of revenue)
|
$ -
|
$ 1,850
|
Total excluded items, continuing operations
|
$ 84,802
|
$ 88,566
|
Earnings from continuing operations before income taxes and excluding items
|
$ 93,444
|
$ 68,286
|
Income taxes
|
$ 36,652
|
$ 21,456
|
Non-GAAP net earnings
|
$ 56,792
|
$ 46,830
|
Non-GAAP earnings per share:
|
||
Basic
|
$ 0.73
|
$ 0.60
|
Diluted
|
$ 0.71
|
$ 0.59
|
Basic weighted average shares
|
77,609
|
77,616
|
Diluted weighted average shares
|
79,848
|
79,099
|
Non-GAAP diluted earnings per share
|
$ 0.71
|
Adjustment for budgeted earnings per share of 2Touch lost in divestiture
(1)
|
$ 0.03
|
Adjustment for budgeted earnings per share of ITO lost in divestiture
(1)
|
$ 0.63
|
Adjustment for budgeted earnings per share of Acxiom Impact lost in divestiture
(1)
|
$ 0.10
|
Adjusted EPS for PSU attainment
|
$ 1.47
|
(1) |
Based on targets established at grant date of PSU's issued for the performance period ended on March 31, 2017
|
Earnings from continuing operations before income taxes
|
$ 8,642
|
Income taxes
|
$ 4,534
|
Net earnings from continuing operations
|
$ 4,108
|
Earnings for discontinued operations, net of tax
|
$ -
|
Net earnings attributable to the Company
|
$ 4,108
|
Earnings per share attributable to Company stockholders:
|
|
Basic
|
$ 0.05
|
Diluted
|
$ 0.05
|
Earnings from continuing operations before income taxes
|
$ 8,642
|
Non-cash share-based compensation expense
|
$ 49,145
|
Purchased intangible asset amortization
|
$ 18,644
|
Incentive compensation expense
|
$ 28,547
|
Unusual items
1
|
$ 17,013
|
Earnings from continuing operations before income taxes and excluding items
|
$ 121,991
|
Income taxes
|
$ 47,849
|
Non-GAAP earnings from continuing operations
|
$ 74,142
|
Adjustment for budgeted net earnings of Acxiom Impact lost in divestiture
|
$ 2,172
|
Adjustment for budgeted net earnings provided by Arbor and Circulate acquisitions
|
$ (20)
|
Adjusted net earnings
|
$ 76,294
|
Diluted Adjusted earnings per share attributable to Company stockholders:
|
$ 0.96
|
Basic weighted average shares
|
77,609
|
Diluted weighted average shares
|
79,848
|
(1) |
Unusual items include restructuring and merger charges of $10.1 million; separation costs of $8.6 million; impairment of goodwill and other assets of $1.3 million; offset by gains on sales of assets of $3.0 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
|
2017
|
$650,000
|
---
|
$ 3,971,519
|
---
|
$1,065,000
|
$ 7,950
|
$5,694,469
|
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
|
|
Warren C. Jenson
Chief Financial Officer & Executive Vice President / President, International
|
2017
|
$522,725
|
---
|
$1,647,672
|
---
|
$ 825,000
|
$ 24,832
|
$3,020,229
|
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
|
|
Richard E. Erwin
President & General Manager, Audience Solutions
|
2017
|
$418,750
|
---
|
$ 720,860
|
---
|
$ 425,000
|
$ 9,109
|
$1,573,718
|
2016
|
$400,000
|
---
|
$1,099,424
|
$ 406,645
|
$ 340,000
|
$ 78,801
|
$2,324,869
|
|
S. Travis May
President & General Manager, Connectivity
|
2017
|
$368,750
|
---
|
$1,029,812
|
---
|
$ 400,000
|
$ 30,923
|
$1,829,486
|
2016
|
$340,000
|
---
|
$ 701,313
|
$ 178,890
|
$ 310,000
|
$ 30,350
|
$1,560,553
|
|
Dennis D. Self
President & General Manager, Marketing Services
|
2017
|
$423,750
|
---
|
$ 720,860
|
---
|
$ 318,000
|
$ 21,598
|
$1,484,208
|
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 2017, the amount was determined by reference to quoted market prices for the shares on their grant date, which was $21.24. For performance units granted in fiscal year 2017, we estimated each performance unit's grant date fair value to be $24.66 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 2017 awards (including both RSUs and performance units) at the highest level of performance for each executive is: Mr. Howe $6,494,385, Mr. Jenson $2,532,892, Mr. Erwin $1,108,145, Mr. May $1,583,084, and Mr. Self $1,108,145.
|
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
|
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 46.
|
4 |
The amounts disclosed in the "All Other Compensation" column for fiscal 2017 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
|
$8,027
|
---
|
$16,805
a
|
$24,832
|
|
Mr. Erwin
|
$8,486
|
---
|
$623
|
$9,109
|
|
Mr. May
|
$8,044
|
---
|
$22,879
b
|
$30,923
|
|
Mr. Self
|
$7,988
|
---
|
$13,610
c
|
$21,598
|
a |
Represents expenses associated with Mr. Jenson's international assignment in his role as President, International
|
b |
Represents the allocated cost of a company-leased apartment in San Francisco. The apartment was used by Mr. May on an intermittent basis during fiscal 2017 in connection with company business.
|
c |
Represents relocation expense reimbursement for Mr. Self in association with his move from California to Arkansas.
|
|
|
Estimated Possible Payouts
Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts
Under Equity Incentive Plan (1) |
All Other
Stock
Awards:
Number
of Shares of Stock or Units
(#)
|
All Other
Option Awards: Number of Securities Underlying Options
(#)
|
Exercise
Or Base Price of Option Awards ($/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
|
$178,750
|
$715,000
|
$1,430,000
|
|||||||
5/24/2016
|
|
25,577
|
102,306
|
204,612
|
$2,522,866
|
||||||
5/24/2016
|
|
68,204
|
$1,448,653
|
||||||||
Warren C. Jenson
|
N/A
|
$131,250
|
$525,000
|
$1,050,000
|
|||||||
5/24/2016
|
|
8,974
|
35,897
|
71,794
|
$885,220
|
||||||
5/24/2016
|
|
35,897
|
$762,453
|
||||||||
Richard E. Erwin
|
N/A
|
$ 69,063
|
$276,250
|
$552,500
|
|||||||
5/24/2016
|
|
3,926
|
15,705
|
31,410
|
$387,285
|
||||||
5/24/2016
|
|
15,705
|
$333,574
|
||||||||
S. Travis May
|
N/A
|
$ 60,938
|
$243,750
|
$487,500
|
|||||||
5/24/2016
|
|
5,609
|
22,436
|
44,872
|
$553,272
|
||||||
5/24/2016
|
|
22,436
|
$476,541
|
||||||||
Dennis D. Self
|
N/A
|
$ 69,063
|
$276,250
|
$552,500
|
|||||||
5/24/2016
|
|
3,926
|
15,705
|
31,410
|
$387,285
|
||||||
5/24/2016
|
|
15,705
|
$333,574
|
1 |
The fair value of the performance unit awards was determined using a Monte Carlo simulation model based on the probable outcome, 100% of target. For RSU awards, the fair value was determined by reference to quoted market prices on the date of grant for the shares of our common stock.
|
Option Awards
1
|
Stock Awards
|
|||||||||||
Name
|
Grant Date
|
Number of Securities
Underlying Unexercised
Options
(#)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Stock
Appreciation
Rights
|
Option
Exercise
Price
($)
|
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
|
164,204
|
$13.28
|
05/21/2022
|
|||||||||
05/23/2013
|
102,147
|
34,049
|
$21.46
|
05/23/2023
|
05/23/2013
|
12,931
|
$368,146
|
|||||
05/20/2014
|
77,298
|
77,298
|
$21.17
|
05/20/2024
|
05/20/2014
|
27,072
|
$770,740
|
|||||
05/20/2015
|
43,711
|
131,136
|
$17.49
|
05/20/2025
|
05/20/2015
|
86,907
|
$2,474,242
|
48,885
|
$1,391,756
|
|||
05/24/2016
|
102,306
|
$2,912,652
|
68,204
|
$1,941,768
|
||||||||
Warren C. Jenson
|
01/13/2012
|
26,934
|
$13.40
|
01/13/2022
|
||||||||
157,024
|
$13.40
|
01/13/2022
|
||||||||||
05/21/2012
|
61,452
|
$13.28
|
05/21/2022
|
05/21/2012
|
||||||||
05/23/2013
|
34,095
|
11,365
|
$21.46
|
05/23/2023
|
05/23/2013
|
4,316
|
$122,877
|
|||||
05/20/2014
|
31,358
|
31,360
|
$21.17
|
05/20/2024
|
05/20/2014
|
10,975
|
$312,458
|
|||||
03/27/2015
|
71,429
|
$2,033,584
|
25,000
|
$711,750
|
||||||||
05/20/2015
|
17,939
|
53,820
|
$17.49
|
05/20/2025
|
05/20/2015
|
35,714
|
$1,016,778
|
20,089
|
$571,934
|
|||
05/24/2016
|
35,897
|
$1,021,988
|
35,897
|
$1,021,988
|
||||||||
Richard E. Erwin
|
04/13/2015
|
31,785
|
31,786
|
$19.07
|
04/13/2025
|
04/13/2015
|
41,929
|
$1,193,719
|
15,723
|
$447,634
|
||
05/24/2016
|
05/24/2016
|
15,705
|
$447,121
|
15,705
|
$447,121
|
|||||||
S. Travis May
|
||||||||||||
07/24/2012
|
2,949
|
$1.10
|
07/23/2022
|
|||||||||
02/20/2013
|
27,901
|
$0.85
|
02/19/2023
|
|||||||||
07/24/2013
|
1,196
|
$0.85
|
07/23/2023
|
|||||||||
03/24/2014
|
32,487
|
13,286
|
$2.58
|
03/24/2024
|
||||||||
11/11/2014
|
8,532
|
8,533
|
$19.18
|
11/11/2024
|
11/11/2014
|
2,986
|
$85,011
|
|||||
05/20/2015
|
6,944
|
20,834
|
$17.49
|
05/20/2025
|
05/20/2015
|
13,825
|
$393,598
|
7,776
|
$221,383
|
|||
07/01/2015
|
92,308
|
$2,628,009
|
||||||||||
05/24/2016
|
22,436
|
$638,753
|
22,436
|
$638,753
|
||||||||
Dennis D. Self
|
11/12/2013
|
9,646
|
3,216
|
$32.85
|
11/12/2023
|
1,290
|
$36,726
|
|||||
05/20/2014
|
6,272
|
6,272
|
$21.17
|
05/20/2024
|
2,194
|
$62,463
|
||||||
05/20/2015
|
3,761
|
11,285
|
$17.49
|
05/20/2025
|
05/20/2015
|
7,488
|
$213,183
|
4,212
|
$119,916
|
|||
05/24/2016
|
15,705
|
$447,121
|
15,705 |
$447,121
|
||||||||
|
|
|
|
|
|
|
|
|
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.
|
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 2016 grants of performance units, each recipient may become vested in a number of shares based on the Company's adjusted EPS for fiscal year 2018. The fiscal 2016 award is also subject to further adjustment depending on the total shareholder return of our common stock compared to the total shareholder return of the S&P Midcap 400 index. In the case of fiscal 2017 grants of performance units, each recipient may become vested in a number of shares based on the Company's total shareholder return of our common stock compared to the total shareholder return of the S&P Midcap 400 index. For Mr. Jenson's PRSUs, we estimated the grant date fair value to be $5.33, respectively, using a Monte Carlo simulation model. The PRSUs awarded to 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, 2017, which was $28.47.
|
4 |
Represents awards of RSUs that vest over a four-year period in equal increments beginning on or around the first anniversary of the grant date.
|
|
Option Awards
|
Stock Awards
|
||
Name
|
Number of Shares
Acquired on Exercise
(#)
|
Value Realized On
Exercise
($)
|
Number of Shares
Acquired on Vesting
(#)
|
Value Realized on
Vesting 1
($)
|
Scott E. Howe
|
-
|
-
|
177,241
|
$4,251,369
|
Warren C. Jenson
|
-
|
-
|
83,302
|
$2,047,213
|
Richard E. Erwin
|
-
|
-
|
3,931
|
$ 85,617
|
S. Travis May
|
17,976
|
$ 418,028
|
63,017
|
$1,395,070
|
Dennis D. Self
|
-
|
-
|
13,296
|
$ 332,948
|
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.
|
Name
|
Executive
Contributions in Fiscal Year 2017 |
Registrant
Contributions in Fiscal Year 2017 |
Aggregate
Earnings in Fiscal Year 2017 1 |
Aggregate
Withdrawals/ Distributions |
Aggregate
Balance at 3/31/2017 |
Scott E. Howe
|
-
|
-
|
-
|
-
|
-
|
Warren C. Jenson
2
|
-
|
-
|
$ 9,711
|
-
|
$ 75,317
|
Richard E. Erwin
|
-
|
-
|
-
|
-
|
-
|
S. Travis May
|
-
|
-
|
-
|
-
|
-
|
Dennis D. Self
|
-
|
-
|
-
|
-
|
-
|
1
|
None of the earnings are above-market earnings and are therefore not reflected in the
Summary Compensation Table
.
|
2
|
Mr. Jenson is the only NEO with a balance in the plan. His balance was previously reported in the Summary Compensation Table in the years contributions were made.
|
• |
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
|
–
|
$1,065,000
4
|
–
|
$1,065,000
4
|
–
|
$1,065,000
4
|
$1,065,000
5
|
SERP or Deferred Plan
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
Stock Options
|
–
|
–
|
–
|
–
|
–
6
|
$2,242,832
7
|
$2,242,832
11
|
Restricted Stock Units
|
–
|
–
|
–
|
–
|
–
6
|
$4,472,409
7
|
$4,472,410
11
|
Performance Units
|
–
|
$5,909,005
8
|
–
|
$5,909,005
8
|
$7,558,500
9
|
$9,500,268
10
|
$5,909,005
12
|
Total
|
–
|
$9,428,755
|
–
|
$9,428,755
|
$7,558,500
13
|
$20,962,635
13
|
$13,689,247
|
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, in addition to any amounts received for a without-cause or good-reason termination 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. In addition, Mr. Howe would be entitled to a payment equal to 100% of his then current base salary and average annual bonus for the preceding two years.
|
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 2017 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 2017 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 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, 2017 ($28.47) 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, 2017.
|
8 |
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. The performance units' value was determined by multiplying the closing price of our common stock on March 31, 2017 ($28.47) by the number of performance units based on the years elapsed in the performance period that were estimated to be earned as of March 31, 2017, including (i) the full amount of fiscal 2015 awards earned at 160% of target, (ii) two-thirds of fiscal 2016 awards at 100% of target and (iii) one-third of fiscal 2017 awards at target. Note, however, that this amount would be decreased if the Company achieved less than the attainment stated above.
|
9 |
The performance units' value was determined the same as in note 8, except that the fiscal 2016 awards are valued at 200% of target. The fiscal 2017 performance units provide that on a change in control the performance period will be truncated and the number of earned performance units will be determined as of the change in control date, with a pro rata portion of the earned awards settled in cash and the remaining earned awards converted into RSUs of equal value in the acquiring entity or an affiliate that would vest upon at the expiration of the performance period or death, permanent and total disability or involuntary termination without cause. The amount shown above does not include any value in respect of the RSUs that would still be held by Mr. Howe.
|
10 |
The performance units' value was determined as described in notes 8 and 9, except that the amount also includes the full value of 2017 awards at 100% of target, reflecting the vesting of the RSU awards referred to in note 9.
|
11 |
Six months after long-term disability payments commence all earned but unvested stock options and RSUs vest. Upon death, any earned but unvested stock options and RSUs immediately vest. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 31, 2017 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, 2017.
|
12 |
In the case of death or disability, a pro-rated portion of his performance units will vest, provided that at least 1 year of the performance period has elapsed, with payment based on actual performance at end of performance period. The fiscal 2016 and 2017 performance units' value was determined by multiplying the closing price of our common stock on March 31, 2017 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, 2017, 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. The 2015 earned awards are shown at 160% of target.
|
13 |
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
|
–
|
$2,058,450
2
|
–
|
$1,029,225
3
|
–
|
$3,087,675
2
|
-
|
|||||||
Cash Incentive Plan
|
–
|
$825,000
4
|
–
|
$825,000
4
|
–
|
$825,000
4
|
$825,000
5
|
|||||||
SERP or Deferred Plan
|
–
|
–
|
–
|
–
|
–
|
-
|
-
|
|||||||
Stock Options
|
–
|
–
|
–
|
–
|
–
6
|
$899,540
7
|
$899,540
11
|
|||||||
Restricted Stock Units
|
–
|
–
|
–
|
–
|
–
6
|
$2,741,007
7
|
$2,741,006
11
|
|||||||
Performance Units
|
–
|
$2,351,708
8
|
–
|
$2,351,708
8
|
$3,029,560
9
|
$3,710,885
10
|
$2,351,708
12
|
|||||||
Total
|
–
|
$5,235,158
|
–
|
$4,205,933
|
$3,029,560
13
|
$11,264,108
13
|
$6,817,255
|
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 2017 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. This represents fiscal 2017 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 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, 2017 ($28.47) 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, 2017.
|
8 |
If Mr. Jenson'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. The performance units' value was determined by multiplying the closing price of our common stock on March 31, 2017 ($28.47) by the number of performance units based on the years elapsed in the performance period that were estimated to be earned as of March 31, 2017, including (i) the full amount of fiscal 2015 awards earned at 160% of target, (ii) two-thirds of fiscal 2016 awards at 100% of target and (iii) one-third of fiscal 2017 awards at target. Note, however, that this amount would be decreased if the Company achieved less than the attainment stated above.
|
9 |
The performance units' value was determined the same as in note 8, except that the fiscal 2016 awards are valued at 200% of target. The fiscal 2017 performance units provide that on a change in control the performance period will be truncated and the number of earned performance units will be determined as of the change in control date, with a pro rata portion of the earned awards settled in cash and the remaining earned awards converted into RSUs of equal value in the acquiring entity or an affiliate that would vest upon at the expiration of the performance period or death, permanent and total disability or involuntary termination without cause. The amount shown above does not include any value in respect of the RSUs that would still be held by Mr. Jenson.
|
10 |
The performance units' value was determined as described in notes 8 and 9, except that the amount also includes the full value of 2017 awards at 100% of target, reflecting the vesting of the RSU awards referred to in note 9.
|
11 |
Six months after long-term disability payments commence all earned but unvested stock options and RSUs vest. Upon death, any earned but unvested stock options and RSUs immediately vest. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 31, 2017 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, 2017.
|
12 |
In the case of death or disability, a pro-rated portion of his performance units will vest, provided that at least 1 year of the performance period has elapsed, with payment based on actual performance at end of performance period. The fiscal 2016 and 2017 performance units' value was determined by multiplying the closing price of our common stock on March 31, 2017 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, 2017, 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. The 2015 earned awards are shown at 160% of target.
|
13 |
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
|
–
|
$758,750
1
|
–
|
–
|
$1,145,625
2
|
–
|
Cash Incentive Plan
|
–
|
$425,000
3
|
–
|
–
|
$425,000
3
|
--
|
SERP or Deferred Plan
|
–
|
–
|
–
|
–
|
–
|
–
|
Stock Options
|
–
|
–
|
–
|
–
4
|
$298,788
5
|
$298,788
6
|
Restricted Stock Units
|
–
|
–
|
–
|
–
4
|
$447,634
5
|
$447,634
6
|
Performance Units
|
–
|
$944,853
7
|
–
|
$944,853
8
|
$1,242,934
9
|
$944,853
10
|
Total
|
–
|
$ 2,128,603
|
–
|
$944,853
11
|
$3,559,981
11
|
$1,691,275
|
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 2017 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, 2017 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, 2017.
|
6 |
Six months after long-term disability payments commence all earned but unvested stock options and RSUs vest. Upon death, any earned but unvested stock options and RSUs immediately vest. The stock option value was determined by subtracting the strike price from the closing price of our common stock on March 31, 2017 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, 2017.
|
7 |
Represents accelerated vesting of: (i) performance units earned during a completed performance period 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, 2017 ($28.47) by the number of performance units based on the years elapsed in the performance period that were estimated to be earned as of March 31, 2017, including (i) two-thirds of Mr. Erwin's fiscal 2016 inducement award earned at target, (ii) one-third of fiscal 2017 awards at target. Note, however, that this amount would be decreased if the Company achieved less than the attainment stated above.
|
8 |
The performance units' value was determined the same as in note 7. The fiscal 2017 performance units provide that on a change in control the performance period will be truncated and the number of earned performance units will be determined as of the change in control date, with a pro rata portion of the earned awards settled in cash and the remaining earned awards converted into RSUs of equal value in the acquiring entity or an affiliate that would vest upon at the expiration of the performance period or death, permanent and total disability or involuntary termination without cause. The amount shown above does not include any value in respect of the RSUs that would still be held.
|
9 |
The performance units' value was determined as described in notes 7 and 8, except that the amount also includes the full value of 2017 awards at 100% of target, reflecting the vesting of the RSU awards referred to in note 8.
|
10 |
In the case of death or disability, a pro-rated portion of his performance units will vest, provided that at least 1 year of the performance period has elapsed, with payment based on actual performance at end of performance period. The fiscal 2016 and 2017 performance units' value was determined by multiplying the closing price of our common stock on March 31, 2017 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, 2017, 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.
|
11 |
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
|
–
|
$650,750
1
|
–
|
–
|
$976,125
2
|
-
|
Cash Incentive Plan
|
–
|
$318,000
3
|
–
|
–
|
$318,000
3
|
-
|
SERP or Deferred Plan
|
–
|
–
|
–
|
–
|
–
|
–
|
Stock Options
|
–
|
–
|
–
|
-
4
|
$169,695
5
|
$169,675
6
|
Restricted Stock Units
|
–
|
–
|
–
|
-
4
|
$666,226
5
|
$666,226
6
|
Performance Units
|
–
|
$557,824
7
|
–
|
$699,946
8
|
$998,026
9
|
$557,824
10
|
Total
|
–
|
$1,526,574
|
–
|
$699,946
11
|
$3,128,073
11
|
$1,393,745
|
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 2017 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. Self'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, 2017 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, 2017.
|
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, 2017 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, 2017.
|
7 |
Represents accelerated vesting of: (i) performance units earned during a completed performance period 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, 2017 ($28.47) by the number of performance units based on the years elapsed in the performance period that were estimated to be earned as of March 31, 2017, including (i) the full amount of fiscal 2015 awards earned at 160% of target, (ii) two-thirds of fiscal 2016 awards at 100% of target and (iii) one-third of fiscal 2017 awards at target. Note, however, that this amount would be decreased if the Company achieved less than the attainment stated above.
|
8 |
The performance units' value was determined the same as in note 7, except that the fiscal 2016 awards are valued at 200% of target. The fiscal 2017 performance units provide that on a change in control the performance period will be truncated and the number of earned performance units will be determined as of the change in control date, with a pro rata portion of the earned awards settled in cash and the remaining earned awards converted into RSUs of equal value in the acquiring entity or an affiliate that would vest upon at the expiration of the performance period or death, permanent and total disability or involuntary termination without cause. The amount shown above does not include any value in respect of the RSUs that would still be held.
|
9 |
The performance units' value was determined as described in notes 7 and 8, except that the amount also includes the full value of 2017 awards at 100% of target, reflecting the vesting of the RSU awards referred to in note 8.
|
10 |
In the case of death or disability, a pro-rated portion of his performance units will vest, provided that at least 1 year of the performance period has elapsed, with payment based on actual performance at end of performance period. The fiscal 2016 and 2017 performance units' value was determined by multiplying the closing price of our common stock on March 31, 2017 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, 2017, 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. The 2015 earned awards are shown at 160% of target.
|
11 |
If the total payment to Mr. Self 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
|
–
|
–
|
–
|
–
|
$609,467
1
|
–
|
Cash Incentive Plan
|
–
|
–
|
–
|
–
|
$400,000
2
|
–
|
SERP or Deferred Plan
|
–
|
–
|
–
|
–
|
–
|
–
|
Stock Options
|
–
|
$423,246
3
|
–
|
–
4
|
$652,003
5
|
$ 652,003
6
|
Restricted Stock Units
|
–
|
$85,011
3
|
–
|
–
4
|
$945,147
5
|
$945,147
5
|
Performance Units
|
–
|
–
|
–
|
$1,253,856
7
|
$1,679,691
8
|
$991,457
9
|
Total
|
–
|
$508,257
|
–
|
$1,253,856
10
|
$4,286,308
10
|
$2,588,608
|
1 |
Represents: 100% of i) of base salary; and ii) average annual bonus for preceding two fiscal years.
|
2 |
Represents fiscal year 2017 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, 2017 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, 2017.
|
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, 2017 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, 2017.
|
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, 2017 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, 2017.
|
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, 2017 ($28.47) by the number of performance units based on the years elapsed in the performance period that were estimated to be earned as of March 31, 2017, including (i) the full value of fiscal 2015 awards at 19.64% of target, (ii) two-thirds of fiscal 2016 awards at 200% of target and (ii) one-third of fiscal 2017 awards at target. Note, however, that this amount would be decreased if the Company achieved less than the attainment stated above. The fiscal 2017 performance units provide that on a change in control the performance period will be truncated and the number of earned performance units will be determined as of the change in control date, with a pro rata portion of the earned awards settled in cash and the remaining earned awards converted into RSUs of equal value in the acquiring entity or an affiliate that would vest upon at the expiration of the performance period or death, permanent and total disability or involuntary termination without cause. The amount shown above does not include any value in respect of the RSUs that would still be held.
|
8 |
The performance units' value was determined as described in note 7, except that the amount also includes the full value of 2017 awards at 100% of target, reflecting the vesting of the RSU awards referred to in note 7.
|
9 |
In the case of death or disability, a pro-rated portion of his performance units will vest, provided that at least 1 year of the performance period has elapsed, with payment based on actual performance at end of performance period. The fiscal 2016 and 2017 performance units' value was determined by multiplying the closing price of our common stock on March 31, 2017 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, 2017, 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. The full value of Mr. May's 2015 award is shown at 19.64% of target.
|
10 |
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
|
60,000
|
138,000
|
198,000
|
Timothy R. Cadogan
|
70,000
|
128,000
|
198,000
|
William T. Dillard II
|
-
|
198,000
|
198,000
|
Richard P. Fox
|
2,500
|
220,500
|
223,000
|
Jerry D. Gramaglia
|
100,000
|
210,000
|
310,000
|
William J. Henderson
|
105,000
|
128,000
|
233,000
|
Clark M. Kokich
|
-
|
213,000
|
213,000
|
Debora B. Tomlin
|
70,000
|
128,000
|
198,000
|
|
|
|
|
|
Stockholder Proposals
|
|
|
|
Householding of Proxy Materials
|
|
|
1.
|
Establishment and Purpose.
This Amended and Restated 2005 Equity Compensation Plan of Acxiom Corporation (the "Plan") was originally established under the name of the 2000 Associate Stock Option Plan of Acxiom Corporation ("Company"). The Plan has been amended from time to time and hereby is amended and restated as set forth herein, effective June 21, 2017, for awards issued on or after that date. The purpose of the Plan is to further the growth and development of the Company and any of its present or future Subsidiaries and Affiliated Companies (as defined below) by allowing certain Associates (as defined below) to acquire or increase equity ownership in the Company, thereby offering such Associates a proprietary interest in the Company's business and a more direct stake in its continuing welfare, and aligning their interests with those of the Company's stockholders. The Plan is also intended to assist the Company in attracting and retaining talented Associates, who are vital to the continued development and success of the Company.
|
2.
|
Definitions
. The following capitalized terms, when used in the Plan, have the following meanings:
|
(a)
|
"Act" means the Securities Exchange Act of 1934, as amended and in effect from time to time.
|
3.
|
Administration
. The Plan shall be administered by the Committee and the Board. Except as otherwise provided herein, each of the Committee or the Board has the full authority and discretion to administer the Plan, and to take any action that is necessary or advisable in connection with the administration of the Plan including, without limitation, the authority and discretion to:
|
(a)
|
select the Associates eligible to become Participants under the Plan;
|
(b)
|
determine whether and to what extent Awards are to be granted;
|
(c)
|
determine the number of Shares to be covered by each grant;
|
(d)
|
determine the terms and conditions, not inconsistent with the terms of the Plan, of any grant hereunder (including, but not limited to, the term of the Award, the Exercise Price or Strike Price and any restriction, limitation, procedure, or deferral related thereto, provisions relating to the effect upon the Award of a Participant's cessation of employment, acceleration of vesting, forfeiture provisions regarding an Award and/or the profits received by any Participant from receiving an Award of exercising an Option or Stock Appreciation Right, and any other terms and conditions regarding any Award, based in each case upon such guidelines and factors as the Committee or Board shall determine from time to time in their sole discretion);
|
(e)
|
determine whether, to what extent and under what circumstances grants under the Plan are to be made and operate, whether on a tandem basis or otherwise, with other grants or awards (whether equity or cash based) made by the Company under or outside of the Plan; and
|
(f)
|
delegate to one or more officers of the Company the right to grant Awards under the Plan, provided that such delegation is made in accordance with the provisions of applicable state and federal laws.
|
(i) |
The Exercise Price for each share of Common Stock purchasable under any Option shall be not less than 100% of the Fair Market Value per share on the Date of Grant as the Committee or Board shall specify. All such Exercise Prices shall be subject to adjustment as provided for in Section 16 hereof.
|
(ii) |
If any Participant to whom an Incentive Stock Option is to be granted under the Plan is on the Date of Grant the owner of stock (as determined under Section 425(d) of the Code) possessing more than 10% of the total combined voting power of all classes of stock of the Company or any one of its Subsidiaries or Affiliated Companies, then the Exercise Price per share of Common Stock subject to such Incentive Stock Option shall not be less than 110% of the Fair Market Value of one share of Common Stock on the Date of Grant.
|
(c) |
Exercise Period
. Subject to Section 11 hereof, the period during which an Option shall vest and become exercisable by a Participant (or his or her representative(s) or transferee(s)) whether during or after employment or following death, retirement or disability (the "Exercise Period") shall be such period of time as may be designated by the Committee or the Board as set forth in the Committee's or Board's applicable rules, guidelines and practices governing the Plan and/or in the Grant Documents executed in connection with such Option. If the Committee or Board provides, in their sole discretion, that any Option is exercisable only in installments, the Committee or Board may waive or accelerate such installment exercise provisions at any time at or after grant in whole or in part, based upon such factors as the Committee or Board shall determine, in their sole discretion.
|
(d) |
Exercise of Option
. Subject to Section 11 hereof, an Option may be exercised by a Participant at any time and from time to time during the Exercise Period by giving written notice of such exercise to the Company specifying the number of shares of Common Stock to be purchased by the Participant. Such notice shall be accompanied by payment of the Exercise Price in accordance with subsection (e) below.
|
(e) |
Payment for Shares
. Full payment of the Exercise Price for the Shares purchased upon exercise of an Option, together with the amount of any tax or excise due in respect of the sale and issue thereof, may be made in one of the following forms of payment:
|
(ii) |
Pursuant to procedures approved by the Company, through the sale (or margin) of Shares acquired upon exercise of the Option through a broker-dealer to whom the Participant has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale (or if applicable margin loan) proceeds sufficient to pay for the Exercise Price, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by reason of such exercise;
|
(iii) |
By delivering previously-owned shares of Common Stock owned by the Participant for a period of at least six months having a Fair Market Value on the date upon which the Participant exercises his or her Option equal to the Exercise Price, or by delivering a combination of cash and shares of Common Stock equal to the aggregate Exercise Price;
|
(iv) |
By authorizing the Company to withhold a number of shares of Common Stock otherwise issuable to the Participant upon exercise of an Option having an aggregate Fair Market Value on the date upon which the Participant exercises his or her Option equal to the aggregate Exercise Price; or
|
(f) |
Withholding Taxes
. The Company may require a Participant exercising a Non-Qualified Stock Option or Stock Appreciation Right granted hereunder to reimburse the Company (or the entity which employs the Participant) for taxes required by any government to be withheld or otherwise deducted and paid by such corporation in respect of the issuance of the Shares. Such withholding requirements may be satisfied by any one of the following methods:
|
(i) |
A Participant may deliver cash in an amount which would satisfy the withholding requirement;
|
(ii) |
A Participant may deliver previously-owned Shares (based upon the Fair Market Value of the Common Stock on the date of exercise) in an amount which would satisfy the withholding requirement; or
|
(iii) |
With the prior consent of either the Committee or the Board, or its authorized designees, a Participant may request that the Company (or the entity which employs the Participant) withhold from the number of Shares otherwise issuable to the Participant upon exercise of an Option such number of Shares (based upon the Fair Market Value of the Common Stock on the date of exercise) as is necessary to satisfy the withholding requirement.
|
(a) |
When granted, Stock Appreciation Rights may, but need not be, identified with a specific Option (including any Option granted on or before the Date of Grant of the Stock Appreciation Rights) in a number equal to or different from the number of Stock Appreciation Rights so granted. If Stock Appreciation Rights are identified with Shares subject to an Option, then, unless otherwise provided in the applicable Grant Documents, the Participant's associated Stock Appreciation Rights shall terminate upon the expiration, termination, forfeiture or cancellation of such Stock Option or the exercise of such Option.
|
(a)
|
Incentive Stock Options granted under the Plan shall not be transferred by a Participant, except by will or by the laws of descent and distribution.
|
(b)
|
Other Awards (subject to the limitations in paragraph (c) below) granted under the Plan may be transferred by a Participant to: (i) the Participant's family members (whether related by blood, marriage, or adoption and including a former spouse); (ii) trust(s) in which the Participant's family members have a greater than 50% beneficial interest; (iii) trusts, including but not limited to charitable remainder trusts, or similar vehicles established for estate planning and/or charitable giving purposes; and (iv) family partnerships and/or family limited liability companies which are controlled by the Participant or the Participant's family members, such transfers being permitted to occur by gift or pursuant to a domestic relation order, or, only in the case of transfers to the entities described in clauses (i), (ii) and (iii) immediately above, for value
.
The Committee or Board, or their authorized designees may, in their sole discretion, permit transfers of Awards to other persons or entities upon the request of a Participant; provided, however, that such Awards may not be transferred to a third party financial institution for value, including as collateral. Subsequent transfers of previously transferred Awards may only be made to one of the permitted transferees named above, unless the subsequent transfer has been approved by the Committee or the Board, or their authorized designee(s). Otherwise, such transferred Awards may be transferred only by will or the laws of descent and distribution.
|
(c)
|
Notwithstanding the foregoing, if at the time any Option is transferred as permitted under this Section 13, a corresponding Stock Appreciation Right has been identified as being granted in tandem with such Option, then the transfer of such Option shall also constitute a transfer of the corresponding Stock Appreciation Right, and such Stock Appreciation Right shall not be transferable other than as part of the transfer of the Option to which it relates.
|
(d)
|
Concurrently with any transfer, the transferor shall give written notice to the Plan's then current Plan administrator of the name and address of the transferee, the number of shares being transferred, the Date of Grant of the Awards being transferred, and such other information as may reasonably be required by the administrator. Following a transfer, any such Awards shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. The provisions of the Plan and applicable Grant Documents shall continue to be applied with respect to the original Participant, and such Awards shall be exercisable by the transferee only to the extent that they could have been exercised by the Participant under the terms of the original Grant Documents. The Company disclaims any obligation to provide notice to a transferee of any termination or expiration of a transferred Award.
|
(a) |
No Associate or Participant shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Associates or Participants under the Plan.
|
(b) |
Except to the extent that such action would cause an Award subject to Section 14 not to qualify for the exemption from the limitation on deductibility imposed by Section 162(m)(4)(c) of the Code, the Committee or Board shall be authorized to make adjustments in performance award criteria or in the terms and conditions of other Awards in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in applicable laws, regulations or accounting principles. The Committee or Board may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry it into effect. In the event the Company shall assume outstanding employee benefit awards or the right or obligation to make future such awards in connection with the acquisition of or combination with another corporation or business entity, the Committee or Board may, in their discretion, make such adjustments in the terms of Awards under the Plan as it shall deem appropriate.
|
(c) |
All certificates for Shares delivered under the Plan pursuant to any Award shall be subject to such stock transfer orders and other restrictions as the Committee or Board may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed, and any applicable state of Federal securities law, and the Committee or Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
|
(d) |
No Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Committee or the Board in their sole discretion has determined that any such offer, if made, would be in compliance with all applicable requirements of the U.S. federal securities laws and any other laws to which such offer, if made, would be subject.
|
(e) |
The Committee or the Board shall be authorized to establish procedures pursuant to which the payment of any Award may be deferred.
|
(f) |
The Company shall be authorized to withhold from any Award granted or payment due under the Plan the amount of withholding taxes due in respect of an Award or payment hereunder and to take such other action as may be necessary in the opinion of the Plan administrator to satisfy all obligations for the payment of such taxes, not to exceed the statutory minimum withholding obligation. The Committee or Board shall be authorized to establish procedures for election by Participants to satisfy such obligations for the payment of such taxes (i) by delivery of or transfer of Shares to the Company, (ii) with the consent of the Committee or the Board, by directing the Company to retain Shares otherwise deliverable in connection with the Award, (iii) by payment in cash of the amount to be withheld, or (iv) by withholding from any cash compensation otherwise due to the Participant.
|
(g) |
Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if required, and such arrangements may be either generally applicable or applicable only in specific cases.
|
(h) |
The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the state of Delaware and applicable Federal law.
|
(i) |
If any provision of this Plan is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any Award under any law deemed applicable by the Committee or the Board, such provision shall be construed or deemed amended to conform to applicable law, or if it cannot be construed or deemed amended without, in the determination of the Committee or the Board, materially altering the intent of the Plan, it shall be stricken, and the remainder of the Plan shall remain in full force and effect.
|
(j) |
Awards may be granted to Participants who are foreign nationals or employed outside the United States, or both, on such terms and conditions different from those applicable to Awards to Employees employed in the United States as may, in the judgment of the Committee or the Board, be necessary or desirable in order to recognize differences in local law or tax policy. The Committee or Board also may impose conditions on the exercise or vesting of Awards in order to minimize the Company's obligations with respect to tax equalization for Associates on assignments outside their home country.
|
(k) |
No Award shall be granted or exercised if the grant of the Award or the exercise and the issuance of shares or other consideration pursuant thereto would be contrary to law or the regulations of any duly constituted authority having jurisdiction.
|
(l) |
The Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary or Affiliated Company, nor will it interfere in any way with any right the Company or any Subsidiary or Affiliated Company would otherwise have to terminate a Participant's employment or other service at any time.
|
(m) |
Employees and directors of the Company and its Subsidiaries who are based in the United Kingdom may be granted Awards pursuant to the terms of the UK Addendum. Grants made pursuant to the UK Addendum shall be subject to the terms and conditions of the Plan, unless otherwise provided in the UK Addendum.
|
1.
|
Purpose and eligibility
|
2.
|
Definitions
|
(a)
|
The definition of
"Associate"
shall be deleted and the word "
Employee
" shall be substituted therefor throughout the Plan.
|
(b)
|
"Control"
(for the purposes of the definition of
"Subsidiary"
, below) has the meaning contained in section 995 Income Tax Act 2007.
|
(c)
|
"Employee"
shall mean any employee or director of the Company or its Subsidiaries.
|
(d)
|
"HMRC"
means the UK HM Revenue & Customs.
|
(e)
|
"ITEPA"
means the Income Tax (Earnings and Pensions) Act 2003.
|
(f)
|
"PAYE"
means the UK Pay-As-You-Earn income tax withholding system governed by the Income Tax (PAYE) Regulations 2003.
|
(g)
|
"Service"
means service as an Employee, subject to such further limitations as may be set forth in the applicable Stock Option Agreement or Restricted Share Agreement. Service shall be deemed to continue during a bona fide leave of absence approved by the Company in writing if and to the extent that continued crediting of Service for purposes of the Plan is expressly required by the terms of such leave or by applicable law, as determined by the Company. The Company determines which leaves count toward Service, and when Service terminates for all purposes under the Plan.
|
(h)
|
The definition of
"Subsidiary"
shall be restated in its entirety as follows:
"Subsidiary"
shall mean a company (wherever incorporated) which for the time being is under the Control of the Company.
|
3.
|
Terms
|
4.
|
Participation
|
5.
|
Non-transferability of Awards
|
6.
|
Withholding obligations
|
6.1 |
The Participant shall be accountable for any income tax and, subject to the following provisions, national insurance liability which is
chargeable
on any assessable income deriving from the exercise of, or other dealing in, the Award. In respect of such assessable income the Participant shall indemnify the Company and (at the direction of the Company) any Subsidiary which is or may be treated as the employer of the Participant in respect of the following (together, the
"Tax Liabilities"
):
|
(a) |
any income tax liability which falls to be paid to HMRC by the Company (or the relevant employing Subsidiary) under the PAYE system as it applies to income tax under ITEPA and the PAYE regulations referred to in it; and
|
(b) |
any national insurance liability which falls to be paid to HMRC by the Company (or the relevant employing Subsidiary) under the PAYE system as it applies for national insurance purposes under the Social Security Contributions and Benefits Act 1992 and regulations referred to in it, such national insurance liability being the aggregate of:
|
(i) |
all the Employee's primary Class 1 national insurance contributions; and
|
(ii) |
all the employer's secondary Class 1 national insurance contributions.
|
6.2 |
Pursuant to the indemnity referred to in clause 6.1, the Participant shall make such arrangements as the Company requires to meet the cost of the Tax Liabilities, including at the direction of the Company any of the following:
|
(a) |
making a cash payment of an appropriate amount to the relevant company whether by cheque, banker's draft or deduction from salary in time to enable the company to remit such amount to HMRC before the 14th day following the end of the month in which the event giving rise to the Tax Liabilities occurred; or
|
(b) |
appointing the Company as agent and/or attorney for the sale of sufficient Shares acquired pursuant to the exercise of, or other dealing in, the Award to cover the Tax Liabilities and authorising the payment to the relevant company of the appropriate amount (including all reasonable fees, commissions and expenses incurred by the relevant company in relation to such sale) out of the net proceeds of sale of the Shares;
|
(c) |
entering into an election whereby the employer's liability for secondary Class 1 national insurance contributions is transferred to the Participant on terms set out in the election and approved by HMRC.
|
7. |
Section 431 Election
|
|
Adopted by the Compensation Committee on
|
|
|
February 14, 2012
|
|
|
|
|
SEE REVERSE
SIDE
|
☒
|
|
Please mark your votes as in this example.
|
The Board of Directors recommends a vote FOR Proposals 1, 2, 3 & 5
and a vote of EVERY YEAR on Proposal 4.
|
6.
|
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 :
|
|
, 2017
|
|
||
|
|
|
|
|
|
|
||
SIGNATURE
|
|
|
DATED :
|
|
, 2017
|
|
||
|
|
|
|
|
|
|
||
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.
|
1 Year Acxiom Chart |
1 Month Acxiom Chart |
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