UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K/A
(Amendment
No. 1)
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
fiscal year ended March 31, 2009
OR
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period from ____________ to
______________
Commission
File 0-13163
ACXIOM
CORPORATION
(Exact
name of Registrant as specified in its charter)
|
|
|
Delaware
|
|
71-0581897
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
|
|
P.O.
Box 8180, 601 E. Third Street,
Little
Rock, Arkansas
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|
72201
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(501) 342-1000
Securities
registered pursuant to Section 12(b) of the Act:
Common Stock, $.10 Par
Value
(Title of
Class)
Preferred Stock Purchase
Rights
(Title of
Class)
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities
Act. Yes
x
No
Indicate by check mark if the
Registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the
Act. Yes No
x
Indicate
by check mark whether the Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes
x
No
Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). Yes No
Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of Registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.
x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
x
|
Accelerated
filer
|
Non-accelerated
filer
|
Smaller
reporting company
|
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act.): Yes No
x
The
aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing sale price of the registrant’s Common Stock,
$.10 par value per share, as of the last business day of the registrant’s most
recently completed second fiscal quarter as reported on the NASDAQ National
Market was approximately $834,394,430. (For purposes of determination of the
above stated amount only, all directors, executive officers and 10% or more
shareholders of the registrant are presumed to be affiliates.)
The
number of shares of Common Stock, $.10 par value per share, outstanding as of
May 26, 2009, was 78,653,214.
EXPLANATORY
NOTE
Acxiom
Corporation (the “Company” or “Acxiom”) is filing this Amendment No. 1
(“Amendment”) to its Annual Report on Form 10-K for the fiscal year ended March
31, 2009, as originally filed with the SEC, on March 24, 2009 (the
“Original Form 10-K”), to add information required in Part III, Item 11 and Part
IV, Item 15 of the Company’s Annual Report on the Original Form
10-K.
The
purpose of this Amendment is to add information related to our “Executive
Compensation” disclosure in Part III,
Item
11 of our Original Form 10-K under the headings “Executive
Compensation - Compensation Discussion and Analysis - Elements of Compensation”
and “Executive Compensation - Compensation Discussion and Analysis - Cash
Incentives,” and to add certain exhibits which were previously omitted from Part
IV, Item 15(b) of our Original Form 10-K, in response to comments received from
the SEC. The revisions to Part III, Item 11: (1) disclose where
actual base salaries, cash incentive opportunities and long term incentives for
our named executive officers fell relative to the targeted percentile for each
applicable element of compensation and discuss the specific reasons for any
significant variances; and (2) identify our cash incentive performance measure
of “free cash flow to equity” as a non-GAAP financial measure, and provide an
explanation of how this measure is calculated from our audited financial
statements. The revisions to Part IV, Item 15(b) are: (1) to add
Exhibit 10(x), which is an offer letter dated April 21, 2008, between Acxiom
Corporation and Shawn M. Donovan; (2) to add Exhibit 10(y), which is an
acceptance letter dated May 19, 2008, between Acxiom Corporation and Shawn M.
Donovan; and (3) to incorporate by reference Exhibit 10(w), which is an offer
letter dated May 9, 2007, between Acxiom Corporation and Christopher W. Wolf,
which was previously filed as Exhibit 99.2 to Acxiom’s Current Report on Form
8-K dated May16, 2007.
In
accordance with the SEC’s rules, we are re-filing the complete text of Item
15(b) and our entire “Executive Compensation” disclosure in this Amendment, but
such text and disclosure have not changed except as indicated above, nor are we
amending any other part of our Original Form 10-K. As part of this
Amendment, Exhibits 31(a), 31(b), 32(a) and 32(b), containing the certifications
of our Chief Executive Officer and Chief Financial Officer that were filed as
exhibits to the Original Form 10-K have been re-executed and re-filed as of the
date of this Amendment.
This
Amendment continues to speak as of the date of the Original Form 10-K, and the
Company has not updated the disclosure contained herein to reflect any events
that occurred subsequent to that filing.
PART
III
Item
11. Executive Compensation
EXECUTIVE
COMPENSATION
COMPENSATION
DISCUSSION AND ANALYSIS
The
purpose of this Compensation Discussion and Analysis is to provide information
about our philosophy and principles regarding the compensation program for our
chief executive officer (“CEO”), chief financial officer (“CFO”) and the three
other executive officers who were the most highly compensated in fiscal 2009
(the “Named Executive Officers” or “NEOs”).
The
following individuals constitute the Named Executive Officers for fiscal
2009:
|
•
|
John
A. Meyer, Chief Executive Officer &
President
|
|
•
|
Christopher
W. Wolf, Chief Financial Officer & Executive Vice
President
|
|
•
|
John
A. Adams, Chief Operating Officer & Executive Vice
President
|
|
•
|
Jerry
C. Jones, Chief Legal Officer & Senior Vice
President
|
|
•
|
Shawn
M. Donovan, Senior Vice President - Global
Sales
|
Compensation
Philosophy and Objectives
Acxiom is
known for its innovation and leadership in creating customer and information
management and marketing solutions for many of the largest and most respected
companies in the world. We believe our compensation programs are an integral
part of maintaining this reputation in the industry and achieving high levels of
business performance over the long term. Our general compensation philosophy is
that compensation should be designed to attract, retain and motivate our
management team to achieve the business goals set by the Company on an annual
and a long-term basis. In keeping with this philosophy, the key objectives of
our compensation programs are to:
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•
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align
leadership compensation with our business strategy, values and management
initiatives,
|
|
•
|
align
Company executives’ interests with our stockholders’
interests,
|
|
•
|
motivate
executives to achieve the highest level of
performance,
|
|
•
|
provide
a strong link between pay and performance,
and
|
|
•
|
attract
and retain the best executives through competitive, market-based
plans.
|
The
purpose of these objectives is to allow us to effectively reward the overall
effort and contribution of our executives while maintaining a close correlation
between executive pay and Company performance. The following discussion shows
how the Company uses compensation awards and a number of other incentives to
achieve these objectives.
How
We Determine Compensation
Role of the Compensation
Committee and Executive Officers
. The compensation committee of the board
of directors oversees the design, development and implementation of the
Company’s executive compensation program. It annually reviews and approves the
compensation of the executive officers of the Company (including the NEOs) and
the incentive compensation plans and applicable equity-based compensation plans.
The compensation committee also periodically reviews the Company’s change in
control, severance, retirement, deferred compensation programs, senior
leadership benefits and perquisites to assure they are competitive and
appropriate.
Senior
management also plays a role in determining executive compensation. The
Company’s Senior Vice President of Human Resources assists the compensation
committee by providing external market information and analyses discussed below
under “Compensation Benchmarking” and by providing the compensation committee a
tally sheet detailing the various components of the CEO’s compensation. The CEO
is responsible for recommending compensation actions involving the executive
officers to the compensation committee for final determination and approval;
however, the CEO does not participate in any of the compensation committee’s
decisions regarding his own compensation.
Process for Determining CEO
Compensation
. The compensation committee annually evaluates the CEO’s
performance in light of the Company’s goals and objectives relating to executive
compensation, including maintaining competitive pay, linking pay to performance,
promoting the creation of stockholder value and encouraging retention, and
recommends the CEO’s compensation to the full board of directors based on this
evaluation. For each element of the CEO’s compensation, the compensation
committee also reviews the CEO’s employment agreement, as well as a tally sheet
which provides the committee with information necessary to evaluate his total
compensation package, rather than viewing isolated incremental changes, and
assists the board in validating its strategy as it relates to the CEO’s total
compensation. The compensation committee’s review of the tally sheet may lead to
changes in certain elements of the CEO’s compensation if the committee
determines such changes are appropriate in light of Company results or tax
deductibility considerations. Any decisions regarding the CEO’s compensation are
submitted by the compensation committee to the full board of directors for final
approval.
Role of Compensation
Consultant
. The compensation committee periodically engages compensation
consultants to provide advice and ongoing recommendations regarding executive
compensation. In fiscal 2008 and 2009, Hewitt Associates LLC (“Hewitt”), a
compensation consulting firm, was engaged to review the long-term incentive
component of Acxiom’s pay program and to make recommendations for the fiscal
2009 long-term incentive program. The compensation committee used the
information provided by Hewitt to establish a new program for long-term
equity-based awards. The new program is described in further detail in “Elements
of Compensation – Long-Term Incentives.” Other than providing the advice
described above, Hewitt did not provide any other services to the Company or the
compensation committee in fiscal 2009. In the future, the Company or the
compensation committee may engage Hewitt or other compensation consultants to
review and make recommendations on other components of
compensation.
Compensation
Benchmarking
. Our compensation programs and practices are benchmarked
each year against (a) a group of companies from a variety of high-tech
industries (the “High-Tech Group”), and (b) a group of companies in the
information services industry (the “Peer Group” and, collectively with the High
Tech Group, the “Comparison Group”), with each group consisting mostly of
companies with similar revenues as Acxiom. The Peer Group consists exclusively
of information services companies against which we compete for the specialized
talents and experience possessed by our NEOs. On the other hand, because many of
the talents possessed by our NEOs may transcend a variety of industries, the
companies in the High-Tech Group represent a cross section of high-tech
industries other than the information services industry. For benchmarking
against the High-Tech Group we utilize the following industry-recognized
surveys:
|
•
|
IPAS
Global Salary Survey for Technology Companies published by ICR Limited,
L.C.
|
|
•
|
Radford
Executive Survey published by Aon
Consulting
|
For
benchmarking against companies in the Peer Group, we utilize publicly available
proxy information and survey data provided by Hewitt. The following companies
comprise the Peer Group:
|
•
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The
Dun & Bradstreet Corporation
|
|
•
|
Hewitt
Associates, Inc.
|
|
•
|
John
Wiley & Sons, Inc.
|
Elements of
Compensation
The
compensation program for our senior management team consists of:
|
•
|
short-term
cash incentives
|
|
•
|
broad-based
employee benefits
|
Compensation Mix
.
Because of the ability of executive officers to directly influence stockholder
value, and consistent with our philosophy of linking pay to performance, it is
our goal to allocate a significant portion of compensation paid to our executive
officers through performance-based incentive programs. We also strive to
allocate total direct compensation in a manner that is competitive with our
Comparison Group. Each of our compensation elements is designed to provide our
NEOs with a distinct remuneration opportunity and, when taken together, they
provide our NEOs with a balanced yet competitive mix of short- and long-term
compensation. The chart below illustrates the mix of compensation for all NEOs
as a group and the CEO individually:
Compensation
Element
|
Compensation
Goal
|
Fiscal
2009 Total Compensation Mix for all other NEOs
|
Fiscal
2009 Total Compensation Mix for CEO
|
Base
salary
|
Provide
a consistent fixed source of income
|
33.1%
|
25.2%
|
Short-term
cash incentives
|
Link
pay to performance by rewarding NEOs for fiscal year Company
achievements
|
22.3%
|
24.3%
|
Long-term
incentives
|
Reward
NEOs for long-term increases in Company stock value
|
43.1%
|
49.3%
|
|
|
|
|
Retirement
benefits
|
Reward
long-term employment with the Company
|
.5%
|
.8%
|
Broad-based
employee benefits
|
Encourage
the overall health, stability and well-being of our NEOs
|
1.0%
|
.4%
|
All
components of Acxiom’s executive compensation package, as well as the aggregate
total direct compensation (the sum of base salary, short-term cash incentives
and long-term incentives) levels for the NEOs, are generally targeted at the
50th percentile for similarly situated employees of companies in the Comparison
Group. Variation above or below the 50
th
percentile target is allowed when, in the judgment of the compensation
committee, the value of an executive’s experience, performance, scope and/or
specific skills, together with his or her ability to impact business results,
justifies the variation.
For
fiscal 2009, total targeted direct compensation for Messrs. Meyer, Wolf and
Jones was between the 25
th
and
50
th
percentile of the Comparison Group and total targeted direct compensation for
Messrs. Adams and Donovan was between the 50
th
and
75
th
percentile of the Comparison Group, primarily due to additional equity that was
granted as part of their initial recruiting grants. Additional information
regarding annual base salary, target cash incentives and long-term incentives
compared to the applicable target benchmark for each of the NEOs for fiscal 2009
is set forth below.
Base
Salary
|
NEO
|
Annual
Base
Salary
|
50th
Percentile
Benchmark
|
Variance
|
John
A. Meyer
|
$700,000
|
$892,700
|
-21.6%
|
Christopher
W. Wolf
|
$400,000
|
$425,100
|
-5.9%
|
John
A. Adams
|
$500,000
|
$500,000
|
0.0%
|
Jerry
C. Jones
|
$380,000
|
$373,900
|
1.6%
|
Shawn
M. Donovan
|
$350,000
|
$330,000
|
6.1%
|
Mr. Meyer’s base salary compensation
was established during his employment negotiations. The compensation
committee set his base salary at an amount lower than the 50th
percentile reflecting negotiations between the parties in connection
with his employment, the perceived value of Mr. Meyer’s experience, performance,
and specific skills, his expected ability to impact business results, his length
of service with the Company, his relative experience level as a CEO, and the
other terms of his employment.
Messrs. Adams and Donovan joined the
Company after the start of fiscal 2009 and as such, earned only that portion of
their annual base salaries which reflected actual time served with the
Company. Base salary compensation actually earned for fiscal 2009 can
be found in the Summary Compensation Table. Mr. Donovan’s annual base
salary reflects the negotiated terms of his initial employment, as well as the
perceived value of Mr. Donovan’s experience, performance, and skills, his
expected ability to impact business results, and the other terms of his
employment.
Cash
Incentives
|
NEO
|
Target
Cash Incentive
|
50th
Percentile
Benchmark
|
Variance
|
John
A. Meyer
|
$700,000
|
$892,700
|
-21.6%
|
Christopher
W. Wolf
|
$260,000
|
$260,000
|
0.0%
|
John
A. Adams
|
$375,000
|
$375,000
|
0.0%
|
Jerry
C. Jones
|
$247,000
|
$251,400
|
-1.8%
|
Shawn
M. Donovan
|
$227,500
|
$170,000
|
33.8%
|
Mr. Meyer’s cash incentive target
opportunity was established during his employment
negotiations. Consistent with the terms of his employment agreement,
Mr. Meyer is eligible to receive an annual target cash bonus amount equal to
100% of his base salary, provided the company meets the target attainment under
the Company’s Cash Incentive Plan. Mr. Meyer’s contractually agreed
upon target annual incentive reflects the negotiations between the parties in
connection with his employment, the perceived value of Mr. Meyer’s experience,
performance, scope and skills, his expected ability to impact business results,
and other factors such as his length of service with the Company, his relative
experience level as a CEO, and the other terms of his employment. Mr.
Donovan’s target annual incentive reflects the negotiated terms of his initial
employment, as well as the perceived value of Mr. Donovan’s experience,
performance, and skills, his expected ability to impact business results, and
the other terms of his employment.
Long-Term
Incentives
|
NEO
|
Actual
Long-Term Incentive
|
50th
Percentile
Benchmark
|
Variance
|
John
A. Meyer
|
$2,453,231
|
$3,456,700
|
-29.0%
|
Christopher
W. Wolf
|
$1,097,552
|
$1,186,100
|
-7.5%
|
John
A. Adams
|
$1,903,286
|
$1,200,000
|
58.6%
|
Jerry
C. Jones
|
$527,434
|
$667,100
|
-20.9%
|
Shawn
M. Donovan
|
$866,829
|
$640,000
|
35.4%
|
Mr. Meyer’s long-term incentives set
forth above were established during his employment
negotiations. Under the terms of his employment agreement, Mr. Meyer
received the majority of his initial long-term incentive grant in 2008 when he
joined the company, with the remainder of such long-term incentives to be
granted in 2009. These initial agreed upon long-term incentive awards
also reflect the negotiations between the parties in connection with his initial
employment, the perceived value of Mr. Meyer’s experience, performance, scope
and skills, his expected ability to impact business results, and other factors
such as his length of service with the Company, his relative experience level as
a CEO, and the other terms of his employment.
Messrs. Adams and Donovan’s long-term
incentives were established during their employment negotiations, and include
inducement stock option grants of 100,000 shares and 25,000 shares,
respectively. Their long-term incentive awards also reflect an
increase in the value of the Company’s common stock during the course of the
negotiations, the perceived value of their respective experience, performance,
and skills, their expected ability to impact business results, and the other
terms of their employment.
Mr. Jones long-term incentives are
lower than the benchmark because the compensation committee established his
award level to provide internal equity with other Acxiom senior executives who
are not NEOs.
.
Base Salary
. The
compensation committee sets base salaries based on the executives’
responsibilities, length of service with the Company, demonstrated personal
performance, Company performance, internal pay equity, tax considerations and
the benchmarking data discussed above. These elements are intended to provide a
consistent fixed, baseline level of compensation payment that, unlike the other
elements of compensation, is not contingent upon Acxiom’s performance. Acxiom
believes that providing a competitive base salary is essential to attracting and
retaining qualified and valued executives. Base salaries for our NEOs are
generally targeted at the 50
th
percentile for similarly situated employees in the Comparison Group; however,
actual salaries may vary for each NEO based on demonstrated performance, length
of service and responsibility level.
Each
executive officer’s performance for the prior year is reviewed by the CEO or,
with respect to the performance of the CEO, by the board. As an employee’s
responsibility and ability to increase the financial results of the Company
increases, base salary becomes a smaller component and long-term, equity-based
compensation becomes a larger component, further aligning his or her interests
with those of the Company. The base salaries of the CEO and the executive
officers are generally reviewed and subject to adjustment in May of each year,
although they are not automatically increased if the compensation committee
believes other elements of compensation are more appropriate or if an increase
is not necessary or appropriate under the circumstances at the time of
review.
In
response to the downturn in the economic environment and consistent with the
Company’s cost-saving measures, base salaries for the executive officers in
fiscal 2009 were fixed at fiscal 2008 levels. Notwithstanding, we still believe
the base salaries for our executive officers are competitive in relation to the
Comparison Group. Messrs. Adams and Donovan, both of whom were hired during
fiscal 2009, have base salaries that were established based on employment
negotiations.
Cash Incentives
. All
of Acxiom’s NEOs are eligible to participate in the Acxiom Cash Incentive Plan
(the “Cash Incentive Plan”) which provides them with an opportunity to receive
annual cash incentive payments. Payment opportunities under the Cash Incentive
Plan are established by the compensation committee and are designed both to
retain our NEOs as well as to further align pay for performance by rewarding
executive officers for positive fiscal year Company achievement based on the
attainment of predefined performance measures.
Payment
opportunities for awards under the Cash Incentive Plan are expressed as a
percentage of base salary and are targeted at the 50
th
percentile for cash incentive opportunities available for similarly situated
employees of companies in the Comparison Group. Actual opportunity may vary
based on the executives’ responsibilities, length of service with the Company,
demonstrated personal performance, Company performance, internal pay equity, tax
considerations and the benchmarking data discussed above. The target payment
bonus opportunity under the Cash Incentive Plan for each NEO, expressed as a
percentage of his individual target base salary, was as follows: Mr. Meyer –
100%, Mr. Wolf - 65%, Mr. Adams - 75%, Mr. Donovan - 65% and Mr. Jones - 65%.
The opportunities for Messrs. Meyer and Adams are targeted at a higher
percentage because of their level of responsibility and ability to affect
stockholder value relative to the other NEOs.
In fiscal
2009, the performance measures utilized under the Cash Incentive Plan for all
participating NEOs except for Mr. Donovan, for the reasons discussed below, were
Company revenue, operating income and free cash flow to equity
(“FCFE”). FCFE is a non-GAAP financial measure calculated from our
audited financial statements by taking operating cash flow and deducting cash
used for investing activities (excluding cash paid in connection with
acquisitions) and cash required for payments of debt. The Company
believes it provides a useful measure of Company liquidity, as it represents the
amount of discretionary cash available to the Company for general corporate and
strategic purposes. The compensation committee selected these
performance measures because it believed such measures are reliable indicators
of the Company’s operating performance over both the short and long term and
reflect the most accurate measure of the Company’s success. Each of the
performance measures are weighted one-third each when determining the plan
payment.
The
compensation committee set a threshold, target and maximum attainment amount for
each performance measure. For fiscal 2009, the threshold revenue amount was
$1,380,500,000, the threshold operating income amount was $131,419,000, and the
threshold FCFE was $80,100,000. If the threshold attainment is achieved for each
performance measure, up to 90% of the bonus opportunity may be paid. The target
revenue amount was $1,400,500,000, the target operating income amount was
$137,365,000, and the target FCFE was $82,690,000. If the target attainment for
each performance measure is achieved, up to 100% of the bonus opportunity may be
paid. The maximum revenue amount was $1,690,500,000, the maximum operating
income amount was $179,109,000, and the maximum FCFE was $105,421,000. If the
maximum performance attainment is achieved for each performance measure, up to
200% of the bonus opportunity may be paid.
Cash
Incentive Plan payments are paid out of a bonus pool that is funded once the
Company meets the threshold amount for the operating income performance measure.
Therefore, if the Company fails to achieve the threshold amount of operating
income, the bonus pool is not funded and no bonus payments will be made,
notwithstanding achievements in all other performance measures.
The actual results for fiscal 2009 were
$1,276,573,000 in revenue, $131,427,000 in operating income, and $147,129,000 in
FCFE. Operating income is adjusted to exclude certain gains, losses and other
items. Based on these results, attainment for fiscal 2009 was 96.7%, which was
calculated based on 0% attainment for revenue, 90%
attainment for
operating income and a 200% attainment for FCFE. The table below sets forth
bonus opportunities for each NEO at the target and maximum amounts, as well as
the actual bonus amounts awarded in fiscal 2009:
NEO
|
Target
(100%)
|
Maximum
(200%)
|
Actual
Attainment
(96.7%)
|
John
A. Meyer
|
$700,000
|
$1,400,000
|
$676,900
|
Christopher
W. Wolf
|
$260,000
|
$520,000
|
$251,420
|
John
A. Adams
|
$375,000
|
$750,000
|
$362,625
|
Jerry
C. Jones
|
$247,000
|
$494,000
|
$238,849
|
Shawn
M. Donovan
|
$227,500
|
$455,000
|
$177,341
|
Because
Mr. Donovan was principally responsible in fiscal 2009 for our global sales
force, only 50% of his bonus opportunity under the Cash Incentive Plan was based
on the blended components above. The remaining 50% was based 30% upon revenue
alone and 20% upon the total contract value obtained in fiscal 2009, including
revenue recognized in fiscal 2009 and revenue that will be recognized in future
contract years (the “Total Contract Value” or “TCV”). Based on his performance
against these measures, Mr. Donovan received 31% of his target payment for
revenue and 101% of his target payment for TCV.
Under the
Cash Incentive Plan the compensation committee can recommend to the full board
of directors that bonuses be awarded notwithstanding the fact that the Company
may have failed to achieve the threshold performance attainment. This is
generally done if there has been outstanding individual performance on the part
of an executive officer that was not adequately reflected in Company
performance. The compensation committee did not make any adjustments to cash
incentive awards in fiscal 2009.
Long-Term Incentives
.
We believe equity-based compensation is an effective tool in creating value for
stockholders because the value of such compensation has a direct correlation to
the long-term appreciation of the Company’s stock price. In fiscal 2008 the
Company engaged Hewitt to assist in the design of a new strategy for granting
awards under these plans and, in fiscal 2009, the Company implemented a new
long-term incentive award strategy in accordance with Hewitt’s recommendations.
The new long-term incentive awards consist of an annual grant to each executive
officer in the form of 25% non-qualified stock options, 25% restricted stock
units (“RSUs”) and 50% performance units. The stock options and RSUs underlying
the grants vest in equal increments over a period of four years. The performance
units, the amount of which was adjusted from the initial grant based upon the
attainment of fiscal 2009 performance targets, vest 100% three years after the
date of grant. The performance targets chosen by the compensation committee with
regard to the performance units are the same as are used for the Cash Incentive
Plan.
The
amount of long-term incentives granted to our NEOs are targeted at the 50
th
percentile for long-term incentives granted to similar situated employees in the
Comparison Group, although actual long-term incentives may vary for each NEO
based on the executives’ responsibilities, length of service with the Company,
demonstrated personal performance, Company performance, internal pay equity, tax
considerations and the benchmarking data discussed above, or on certain
circumstances such as extraordinary grants made for retention purposes, lower
grants due to internal equity issues or a depletion of available grants due to
the issuance of larger grants for recruiting purposes during the year. The
amount of the equity grants made in fiscal 2009 to Messrs. Meyer, Adams and
Donovan were governed by the terms of their respective employment agreements
which were determined based on negotiations with each individual at the time of
his employment.
Retirement Benefits
.
All NEOs are eligible to participate in the same tax qualified retirement and
welfare plans as the Company’s other employees; however, they also receive
supplemental retirement and welfare benefits through the Company’s non-qualified
deferred compensation arrangements. The Company believes these benefits are a
basic component for attracting, motivating and retaining executives, and are
comparable to those retirement benefits being provided by companies in the
Comparison Group. They also provide a distinct facet to our overall compensation
package by specifically rewarding long-term employment with the Company.
Acxiom’s retirement and welfare benefits include the following:
|
•
|
Qualified Retirement
Plan
. The Company maintains the Acxiom Corporation Retirement
Savings Plan which is a 401(k) qualified savings plan that is generally
available to all employees, including the NEOs, upon satisfying the plan’s
eligibility requirements (the “401(k) Plan”). In fiscal 2009 the 401(k)
Plan provided for the deferral of compensation with a matching component
of 50% for each dollar contributed to the plan, up to 6% of the
participant’s compensation. The matching contribution is currently paid in
shares of Acxiom common stock. Vesting of Company contributions under the
401(k) Plan is 20% after two years of a participant’s participation in the
plan and 20% each year thereafter until fully
vested.
|
|
•
|
Supplemental Executive
Retirement Plan
. Members of Acxiom’s leadership team, including the
NEOs, are eligible to participate in the Company’s nonqualified
supplemental executive retirement plan (“SERP”) by contributing pretax
income into the plan through payroll deductions. As with the 401(k) Plan,
in fiscal 2009 Acxiom matched contributions at a rate of 50% for each
dollar contributed by the participant to the SERP, up to 6% of the
participant’s compensation, but only to the extent that the maximum
matching contribution had not already been made under the 401(k) Plan. The
matching contribution is currently paid in shares of Acxiom common stock.
Participants may contribute up to 100% of their pretax income to the SERP.
The SERP is a nonqualified restoration plan in that it restores benefits
lost due to certain IRS limitations on highly compensated employees’
participation in the Company’s qualified 401(k) Plan. All of the Company’s
highly compensated employees are eligible to participate in the SERP.
Vesting of Company contributions under the SERP is 20% after two years of
a participant’s participation in the plan and 20% each year thereafter
until fully vested.
|
Other Employee
Benefits
. Acxiom maintains several broad-based employee benefit plans in
which the Company’s executives are permitted to participate on the same terms as
other employees who meet applicable eligibility criteria, subject to legal
limitations on the amounts that may be contributed or the benefits that may be
payable under the plans. These include health benefits, life insurance,
disability benefits and an employee stock purchase plan. We believe these
benefits encourage the overall health, stability and well-being of our NEOs and
are comparable to those plans being provided by the companies in the Comparison
Group.
Perquisites
. Acxiom
also provides perquisites which vary for each NEO. Examples include mobile phone
allowances and relocation packages. These perquisites are minimal in both scope
and value and are designed to provide our NEOs with the minimum basic
perquisites being offered by companies in the Comparison Group.
Executive
Officers’ Stock Ownership Guidelines
In fiscal
2008, the compensation committee adopted stock ownership guidelines for the
Company’s executive officers to ensure that they have a meaningful stake in the
Company. The guidelines are designed to balance an officer’s need for portfolio
diversification while ensuring that his or her interests are closely aligned
with the stockholders’ interests. The stock ownership guidelines currently in
effect are set forth below:
“To
further align the interests of the Company’s executive officers who are required
to file reports pursuant to Section 16 of the Securities Exchange Act
(“Executive Officers”) with the interests of the Company’s shareholders, the
Chief Executive Officer is expected to acquire and retain shares of the
Company's common stock having a value equal to at least three times his or her
base salary, and each other Executive Officer is expected to own shares of the
Company's common stock having a value equal to at least one times the Executive
Officer's base salary. The CEO and each other Executive Officer shall have five
years from the date of their respective appointments (or from April 10, 2007,
the date upon which these guidelines were initially adopted, whichever is later)
to attain these ownership levels. The Compensation Committee in its discretion
may extend the period of time for attainment of these ownership levels in
appropriate circumstances. For purposes of these guidelines, an Executive
Officer's stock ownership shall include the following:
|
•
|
Shares
purchased on the open market;
|
|
•
|
Shares
owned jointly with, or separately, by the Executive Officer’s immediate
family members
(spouse and/or dependent
children);
|
|
•
|
Shares
held in trust for the Executive Officer or immediate family
member;
|
|
•
|
Shares
held through any Company-sponsored plan such as an employee stock purchase
plan, a
qualified
retirement plan and/or a supplemental executive retirement
plan;
|
|
•
|
Shares
obtained through the exercise of stock options;
and
|
|
•
|
50%
of RSUs (after deduction of applicable federal and state
taxes).
|
The value
of a share shall be measured as the greater of the then current market price or
the closing price of a share of the Company's common stock on the acquisition
date.
In the
event of an increase in an Executive Officer’s base salary, he or she will have
one year from the time of the increase to acquire any additional shares needed
to meet these guidelines.
Until the
specified ownership levels are met, an Executive Officer will be expected to
retain 50% of the shares acquired upon option exercises (after payment of the
exercise cost and taxes), and 50% of the shares issued upon the vesting of RSU
grants or performance units (after payment of taxes). Failure to meet or, in
unique circumstances, to show sustained progress toward meeting the above
ownership guidelines may result in a reduction in future long-term incentive
equity grants, and/or payment of future annual and/or long-term cash incentive
payouts in the form of stock.”
Employment
Agreements
We have
entered into employment agreements with each of our NEOs except for Mr. Jones. A
description of each of these agreements follows:
John A.
Meyer
On
February 4, 2008, Mr. Meyer joined the Company as chief executive officer and
president pursuant to an employment agreement dated January 14, 2008. In
connection with his employment, Mr. Meyer received a signing bonus of $700,000
and an initial base salary of $700,000, and he is eligible to receive an annual
target cash bonus in an amount equal to 100% of his base salary and a maximum
cash bonus of up to 200% of his base salary, provided the Company meets the
target attainment levels required under the Cash Incentive Plan. In addition,
the compensation committee granted Mr. Meyer, effective as of February 7, 2008,
465,000 non-qualified stock options, 200,000 of which were granted out of the
Company’s 2005 Equity Compensation Plan (the “2005 Plan”) and 265,000 of which
were granted out of the Company’s 2008 Nonqualified Equity Compensation Plan
(the “Inducement Plan”). The Inducement Plan was adopted by the board of
directors in connection with Mr. Meyer’s hiring. Mr. Meyer received an
additional 115,000 RSUs which were also granted under the Inducement Plan. All
of these grants vest in equal increments over a four-year period. In fiscal
2009, pursuant to the terms of his employment agreement, the compensation
committee granted 195,000 performance units to Mr. Meyer, 50,000 of which were
granted out of the 2005 Plan and 145,000 of which were granted out of the
Inducement Plan. These performance units vest at the end of three years,
contingent upon achievement by the Company of certain financial objectives (as
described in “Elements of Compensation – Long-Term Incentives”).
The
initial term of Mr. Meyer’s employment expires on May 16, 2011 and the agreement
is renewable by the Company for one-year periods following the initial
expiration date. If Acxiom chooses not to renew Mr. Meyer’s employment
agreement, he may resign and, provided he executes a general release, will be
entitled to receive, through his termination date (i) all base salary and
benefits; (ii) any earned but unpaid cash bonuses; (iii) an amount equal to 100%
of his then-current base salary; (iv) a pro-rated amount equal to 100% of his
then-current target cash bonus; and (v) any other unpaid benefits to which he is
entitled under any plan, policy or program of the Company. As part of his
employment agreement, Mr. Meyer is also entitled to certain benefits upon death,
disability or termination following a change in control of the Company. For
information regarding change in control agreements with the Company, see “Change
in Control Agreements.”
Christopher W.
Wolf
On May
24, 2007, Mr. Wolf joined the Company as chief financial officer. The terms of
Mr. Wolf’s employment were set forth in an offer letter dated May 9, 2007. Under
the terms of the letter, Mr. Wolf received an initial base salary in the amount
of $400,000 per year and was eligible to receive an annual target cash bonus in
an amount equal to 65% of his base pay, provided the Company met the target
attainment levels required under the Cash Incentive Plan. He also received a
grant of 150,000 stock options which were granted out of the Amended and
Restated Key Employees Stock Option Plan (the “1983 Plan”) and 50,000 RSUs which
were granted out of the 2005 Plan, which stock options and RSUs vest in equal
increments over a four-year period.
In the
offer letter, the Company agreed to pay Mr. Wolf a lump sum of 12 months’ base
salary, the equivalent of 24 months of COBRA coverage, and any earned but unpaid
bonuses less applicable taxes and withholdings in the event his employment is
terminated for reasons other than a change in control or due to no cause of his
own. The Company has also entered into an executive security agreement with Mr.
Wolf which provides him with certain benefits if he is terminated following a
change in control. For more information, see “Change in Control
Agreements.”
John A.
Adams
On May
14, 2008, Mr. Adams joined the Company as chief operating officer and executive
vice president pursuant to an employment agreement. Under the terms of the
agreement, Mr. Adams received an initial base salary of $500,000 per year and is
eligible to receive an annual target cash bonus in an amount equal to 75% of his
base salary in each contract year, provided the Company meets the target
attainment levels required under the Cash Incentive Plan. He also received a
grant of 200,000 nonqualified stock options which were granted out of the 2005
Plan and vest in equal increments over a four-year period, 27,000 RSUs which
were granted out of the Inducement Plan and time vest over a four-year period
and 53,000 performance units which were granted out of the Inducement Plan and
vest at the end of three years contingent upon achievement by the Company of
certain financial objectives (as described in “Elements of Compensation –
Long-Term Incentives”).
The
initial term of Mr. Adams’ employment expires on May 14, 2011 and the agreement
is renewable by the Company for one-year periods following the initial
expiration date. If Acxiom chooses not to renew Mr. Adams’ employment agreement,
he may resign and, provided he executes a general release, will be entitled to
receive (i) all base salary and benefits payable through his termination date;
(ii) any earned but unpaid cash bonuses; (iii) an amount equal to 100% of his
then-current base salary; (iv) an amount equal to 100% of his then-current
target cash bonus; and (v) any other unpaid benefits to which he is entitled
under any plan, policy or program of the Company as of the date of termination.
As part of his employment agreement, Mr. Adams is also entitled to certain
benefits upon death, disability or termination of his employment following a
change in control of the Company. For information regarding change in control
agreements with the Company, see “Change in Control Agreements.”
Shawn M.
Donovan
On May
19, 2008, Mr. Donovan became Acxiom’s senior vice president of global sales. The
terms of Mr. Donovan’s employment were set forth in an offer letter dated April
21, 2008 and in an acceptance letter dated May 19, 2008. Under the terms of the
letters, Mr. Donovan received an initial base salary in the amount of $350,000
per year and is eligible to receive an annual target cash bonus in an amount
equal to 65% of his base pay, provided the Company meets the target attainment
levels required under the Cash Incentive Plan. However, regardless of Company
attainment, Mr. Donovan was entitled to a guaranteed 50% annualized cash
incentive payment for his first year. In addition, Mr. Donovan received a cash
signing bonus of $50,000, as well as a grant of nonqualified stock options for
75,000 shares which vest in equal increments over a four-year period, a grant of
14,000 RSUs which time vest over a four-year period and 28,000 performance units
which vest at the end of three years, contingent upon achievement by the Company
of certain financial objectives (as described in “Elements of Compensation –
Long-Term Incentives”). All of Mr. Donovan’s grants were from the 2005 Plan. In
the offer letter, the Company also agreed to a 12-month severance arrangement
pursuant to which Mr. Donovan is entitled to a lump sum of 12 months’ base
salary in the event his employment is terminated involuntarily and without
cause. Mr. Donovan does not have a change in control agreement with the
Company.
Change
in Control Agreements
Since
2001 the Company has provided change in control agreements to its executives as
part of their compensation packages. Following the termination in 2007 of a
proposed merger agreement with Silver Lake Partners and ValueAct Capital, the
compensation committee re-evaluated the executive security agreements and on
February 12, 2008 approved a plan for phasing out the executive security
agreements over a two-year period. In order to implement this phase out, the
existing executive security agreements were amended effective April 8, 2008 and
the Company, in keeping with this strategy, no longer grants change in control
agreements to NEOs as a guaranteed part of their compensation
package.
Currently,
change in control provisions, when granted, are included in certain of our
employment agreements although such arrangements are only offered where they are
deemed necessary for the purpose of inducing key recruits during employment
negotiations. Such inducement is often essential where the companies against
whom we are competing for such executives offer similar change in control
benefits. Notwithstanding, all current change in control agreements are more
limited in time and scope than the agreements we previously offered in order to
reflect current market trends.
The
Company currently has change in control agreements with four of the NEOs. We
have amended executive security agreements with Messrs. Wolf and Jones and
employment agreement change in control provisions with Messrs. Meyer and Adams.
Under the terms of these agreements, the NEOs will receive change in control
payments if they are terminated without cause or resign for good reason
(e.g.
a demotion, reduction
in salary, relocation or significant change in responsibilities) following a
change in control. For the purposes of these agreements a “change in control”
includes any of the following events: (i) the individuals who made up the board
of directors cease to constitute a majority of the board (unless the new
nominees were approved by a majority of existing directors or nominated by the
board in a definitive proxy statement); (ii) completion of a reorganization,
merger, consolidation, statutory share exchange or similar transaction where the
stockholders of Acxiom before the transaction own less than 50% of the combined
voting power of the surviving corporation;
or (iii)
approval by the
stockholders of a complete liquidation or dissolution of the Company. Change in
control also includes, for Messrs. Jones and Wolf’s executive security
agreements, (i) the Company files a report with the Securities Exchange
Commission (“SEC”) disclosing in response to a current report on Form 8-K or
Schedule 14A that a change in control has occurred; and (ii) the acquisition by
any person, entity or group of 50% or more of the outstanding voting securities
of the Company, whether or not approved by the board. For purposes of Messrs.
Meyer and Adams’ employment agreements, change in control also includes, (i) any
person or persons acting together become a beneficial owner of 20% of more of
Acxiom’s outstanding voting securities; and (ii) a sale of all or substantially
all of the assets of the Company.
Mr. Wolf’s and Mr. Jones’
Executive Security Agreements
Under the
terms of the amended executive security agreements with Messrs. Wolf and Jones,
in the event a change in control of the Company occurs between March 31, 2009
and March 31, 2010, and their employment with the Company is terminated (other
than for cause, death or disability) or they resign for good reason (as
described above) within two years after a change in control, the Company shall,
within ten (10) calendar days following any such termination of employment, make
a single, lump sum cash payment to the executive equal to: (i) if the
termination occurs within one year of the change in control, one times
executive’s annualized includible compensation (as defined by Section 280G of
the Internal Revenue Code); or (ii) if the termination occurs between one and
two years of the change of control, .5 times executive’s annualized includible
compensation. Per the terms of the executive security agreement, any other
payments due as a result of a termination following a change in control are
offset from the payment due under the executive security agreement. The
following table shows the amounts that would be payable under the amended
executive security agreements to Messrs. Wolf and Jones if a change in control
had occurred on March 31, 2009. The table shows what payments would be due if
they were terminated pursuant to a qualifying event within one year, two years
and three years following a change in control:
Named
Executive Officer
|
Aggregate
Amount of
Change
in Control Payment
|
1
Year ($)
|
2
Years ($)
|
3
Years ($)
|
Christopher
Wolf
|
$500,130
|
$250,065
|
$0
|
Jerry
Jones
|
$464,398
|
$232,199
|
$0
|
Mr.
Meyer’s and Mr. Adams’ Employment Agreements
Under the
terms of the change in control provisions included in Mr. Meyer’s and Mr. Adams’
employment agreements, they will be entitled to change in control payments if
they are terminated (other than for cause, death or disability) within 24 months
following a change in control or if they resign for good reason (as described
above). The amount payable under such arrangements in the event of a change in
control would be (i) all base salary and benefits; (ii) any earned but unpaid
cash bonuses; (iii) an amount equal to 200% of their then-current base salary;
(iv) a pro-rated amount equal to 200% of their then-current target cash bonus;
and (v) any other unpaid benefits to which they are entitled under any plan,
policy or program of the Company. Payments are to be made in a lump sum within
10 days following termination of employment. The following table shows the
amounts that would be payable under the employment agreements to Messrs. Adams
and Meyer if a change in control had occurred on March 31, 2009. The table shows
what payments would be due if they were terminated pursuant to a qualifying
event within one year and two years following a change in control:
Named
Executive Officer
|
Aggregate
Amount of
Change
in Control Payment
|
1
Year ($)
|
2
Years ($)
|
John
Meyer
|
$3,470,723
|
$3,470,723
|
John
Adams
|
$2,657,082
|
$2,657,082
|
Tax
and Accounting Considerations
Section
162(m) of the Internal Revenue Code generally prevents public corporations from
deducting as a business expense that portion of compensation paid to “covered
employees” that exceeds $1,000,000 unless it qualifies for an exception, such as
“performance-based compensation,” under Section 162(m). The term “covered
employees” refers to the CEO and the next three highest compensated officers
(other than the CFO) employed on the last day of the fiscal year and whose
compensation is required to be reported in the Summary Compensation Table of the
proxy statement. The goal of the compensation committee is to comply with the
requirements of Section 162(m), to the extent possible, to avoid losing this
deduction. However, the compensation committee may elect to provide compensation
outside those requirements when necessary to achieve its compensation
objectives. For this and other reasons, the compensation committee will not
necessarily limit executive compensation to the amount deductible under Section
162(m).
Beginning
on April 1, 2006, the Company began accounting for equity-based awards included
in its long-term incentive program in accordance with the requirements of FASB
Statement 123(R) (“FAS 123(R)”). The accounting treatment under FAS 123(R) for
an award is taken into consideration in the granting of long-term incentive
awards.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
No compensation committee interlocks
exist with respect to the board’s compensation committee, nor do any present or
past officers of Acxiom serve on the compensation committee.
COMPENSATION
COMMITTEE REPORT
The compensation committee of the board
of directors has reviewed and discussed the Compensation Discussion and Analysis
included in this Annual Report on Form 10-K with management. Based on the
compensation committee’s review and discussion with management, the compensation
committee recommended to the board of directors that the Compensation Discussion
and Analysis be included in this Amendment No. 1 to the Original Form
10-K.
|
Compensation
Committee
|
|
R.
Halsey Wise - Chair
William
T. Dillard
Dr.
Mary L. Good
Jerry
D. Gramaglia
William
J. Henderson
Kevin
M. Twomey
|
[THIS
SPACE LEFT BLANK INTENTIONALLY]
SUMMARY COMPENSATION TABLE
The
following table shows the compensation earned in fiscal 2009 and, as applicable,
in fiscal 2008 and 2007 by John A. Meyer, Chief Executive Officer &
President; Christopher W. Wolf, Chief Financial Officer & Executive Vice
President; and the three most highly compensated executive officers who were
serving as executive officers on March 31, 2009. These individuals are referred
to collectively as the NEOs.
Name
and
Principal
Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
1
|
Option
Awards
1
|
Non-equity
Incentive Plan Compensation
5
|
All Other
Compensation
6
|
Total
|
John
A. Meyer,
CEO
& President
|
2009
|
$700,000
|
_
|
$1,007,790
|
$363,614
|
$676,900
|
$49,511
|
$2,797,815
|
2008
|
$114,423
|
$700,000
2
|
$44,422
|
$52,799
|
–
|
$5,875
|
$917,519
|
Christopher
W. Wolf, CFO & Executive Vice President
|
2009
|
$400,000
|
_
|
$516,920
|
$516,361
|
$251,420
|
$14,424
|
$1,699,125
|
2008
|
$344,102
|
$50,000
3
|
$295,271
|
$305,401
|
–
|
$62,036
|
$1,056,810
|
John
A. Adams,
Chief
Operating Office & Executive Vice President
|
2009
|
$441,346
|
_
|
$266,542
|
$188,957
|
$362,625
|
–
|
$1,259,470
|
Jerry
C. Jones,
Chief
Legal Officer & Senior Vice President
|
2009
|
$380,000
|
_
|
$205,257
|
$82,706
|
$238,849
|
$9,396
|
$916,208
|
2008
|
$380,000
|
$50,000
3
|
$98,505
|
$19,819
|
–
|
|
$560,026
|
2007
|
$375,000
|
–
|
$44,763
|
–
|
$97,500
|
$8,097
|
$525,360
|
Shawn
M. Donovan, Senior Vice President-Global Sales
|
2009
|
$305,128
|
$50,000
4
|
$140,072
|
$70,858
|
$177,340
|
–
|
$743,398
|
________________________
|
1
|
These
amounts reflect the dollar amount recognized for financial statement
reporting purposes for the fiscal year in accordance with FAS 123R. The
fair value of stock options granted during fiscal 2008 was calculated
using a lattice option pricing model with the following weighted-average
assumptions: dividend yield of 1.7%; risk-free interest rate of
4.3%; expected option life of 5.8 years; and expected volatility of 26%.
The fair value of stock options granted during fiscal 2009 was calculated
using a lattice option pricing model with the following weighted-average
assumptions: dividend yield of 1.6%; risk-free interest rate of
3.9%; expected option life of 5.6 years; and expected volatility of 37%.
For RSUs and performance units, the fair value at the date of grant was
determined by reference to quoted market prices for the shares, less a
small calculated discount to reflect the fact that the RSUs and
performance units do not pay dividends until they are vested. These values
are then expensed over the vesting period. These amounts reflect how the
Company accounts for these awards, and they do not reflect the actual
value an individual may potentially realize from the
awards.
|
|
2
|
Mr.
Meyer received a cash signing bonus of $700,000 upon joining the Company
as an inducement to enter into his employment agreement and to replace
benefits lost by Mr. Meyer in connection with his job
change.
|
|
3
|
These
amounts represent one-time discretionary cash bonuses paid in fiscal 2008
to Messrs. Wolf and Jones. These bonuses were in recognition of their work
on special projects which were considered above and beyond the normal
scope of their duties.
|
|
4
|
Mr.
Donovan received a cash signing bonus of $50,000 upon joining the Company
as an inducement to enter into the employment
relationship.
|
|
5
|
These
amounts were paid pursuant to the Cash Incentive Plan. For more
information regarding how these amounts were determined, see the
subsection entitled “Cash Incentives” on page
16.
|
|
6
|
All
other compensation for fiscal 2009 consists of the
following:
|
|
|
Mobile
Phone Allowance
|
|
|
Temporary
Living and Moving Expense
|
|
|
401(k)
and SERP Matching Contributions
|
|
|
Total
|
|
John
A. Meyer
|
|
_
|
|
|
$
|
28,611
|
|
|
$
|
20,900
|
|
|
$
|
49,511
|
|
Christopher
W. Wolf
|
|
$
|
2,424
|
|
|
_
|
|
|
$
|
12,000
|
|
|
$
|
14,424
|
|
Jerry
C. Jones
|
|
$
|
2,496
|
|
|
|
–
|
|
|
$
|
6,900
|
|
|
$
|
9,396
|
|
[THIS
SPACE LEFT BLANK INTENTIONALLY]
GRANTS
OF PLAN-BASED AWARDS
The
following table sets forth information concerning grants of plan-based awards
made to the NEOs during fiscal 2009.
|
|
|
|
|
|
|
|
Estimated
Possible Payouts Under Non-Equity Incentive Plan Awards
|
|
|
Estimated
Possible Payouts Under Equity Incentive Plan Awards
|
|
|
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 ($/Sh)
|
|
|
Grant Date Fair Value of Stock
and Option Awards
2
($)
|
|
|
|
|
Target
($)
|
|
|
Maximum
1
($)
|
|
|
Target
($)
|
|
|
Maximum
1
($)
|
|
John
A. Meyer
|
04/01/08
05/22/08
|
|
$
|
700,000
|
|
|
$
|
1,400,000
|
|
|
$
|
2,536,950
|
|
|
$
|
5,073,900
|
|
|
_
|
|
|
_
|
|
|
_
|
|
|
$
|
2,536,950
|
|
Christopher
W. Wolf
|
04/01/08
05/22/08
05/27/08
|
|
$
|
260,000
|
|
|
$
|
520,000
|
|
|
$
|
446,191
|
|
|
$
|
892,382
|
|
|
|
16,636
|
|
|
|
100,000
|
|
|
$
|
13.70
|
|
|
$
|
1,112,276
|
|
John
A. Adams
|
05/15/08
05/22/08
|
|
$
|
375,000
|
|
|
$
|
750,000
|
|
|
$
|
689,530
|
|
|
$
|
1,379,060
|
|
|
|
27,000
|
|
|
|
200,000
|
|
|
$
|
13.70
|
|
|
$
|
1,926,040
|
|
Jerry
C. Jones
|
04/01/08
05/22/08
|
|
$
|
247,000
|
|
|
$
|
494,000
|
|
|
$
|
253,227
|
|
|
$
|
506,454
|
|
|
|
9,732
|
|
|
|
35,098
|
|
|
$
|
13.70
|
|
|
$
|
535,790
|
|
Shawn
M. Donovan
|
05/19/08
05/22/08
|
|
$
|
227,500
|
|
|
$
|
455,000
|
|
|
$
|
364,280
|
|
|
$
|
728,560
|
|
|
|
14,000
|
|
|
|
75,000
|
|
|
$
|
13.70
|
|
|
$
|
878,850
|
|
|
1
|
Maximum
award is 200% of target award.
|
|
2
|
The
fair value of stock options granted during fiscal 2009 was calculated
using a lattice option pricing model with the following weighted-average
assumptions: dividend yield of 1.6%; risk-free interest rate of
3.9%; expected option life of 5.6 years; and expected volatility of 37%.
For RSUs and performance units, the fair value at the date of grant was
determined by reference to quoted market prices for the shares, less a
small calculated discount to reflect the fact that the RSUs and
performance units do not pay dividends until they are vested. These values
are then expensed over the vesting
period.
|
NARRATIVE
DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF
PLAN-BASED
AWARDS TABLE
The
Company has entered into employment agreements with Messrs. Meyer and Adams. The
compensation earned by, and equity awards granted to, Messrs. Meyer and Adams in
fiscal 2009 and reported in the Summary Compensation Table and Grants of Plan
Based Awards Table are consistent with the terms of their respective employment
agreements. For a description of the terms of these agreements, see “Employment
Agreements” beginning on page 19.
During
fiscal 2009, the Company neither repriced nor materially modified the terms of
any outstanding equity awards.
Stock
options and RSUs granted in fiscal 2009 vest over a four-year period in equal
increments. The exercise price of all stock options granted in fiscal 2009 is
the fair market value of our common stock on the grant date. Performance units
are earned based upon attainment of the targets under the Cash Incentive Plan.
Earned performance units vest on May 22, 2011.
OUTSTANDING EQUITY AWARDS AT FISCAL
YEAR END
|
Option
Awards
|
Stock
Awards
|
Name
|
Grant
Date
|
Number
of Securities Underlying Unexercised Options
(#)
|
Option
Exercise Price
($)
|
Option
Expiration
Date
|
Share
or Unit Grant Date
|
Equity
Incentive Plan Award: Number of Unearned Shares, Units or Other Rights
That Have Not Vested
(#)
|
Equity
Incentive Plan Award: Market or Payout Value of Unearned Shares, Units or
Other Rights That Have Not Vested
2
($)
|
Number
of Shares or Units of Stock That Have Not Vested
3
(#)
|
Market
Value of Shares or Units of Stock That Have Not Vested
2
($)
|
Number
of Securities Underlying Unexercised Options
(#)
|
Exercisable
|
Unexercis-able
1
|
John
A. Meyer
|
02/07/2008
|
116,250
|
348,750
|
$11.19
|
02/07/2018
|
02/07/2008
05/22/2008
|
195,000
|
$1,443,000
|
86,250
|
$638,250
|
Christopher W.
Wolf
|
05/24/2007
10/04/2007
05/22/2008
|
37,500
37,500
|
112,500
112,500
100,000
|
$27.71
$15.66
$13.70
|
05/24/2017
10/04/2017
05/22/2018
|
05/22/2008
05/24/2007
05/27/2008
|
33,273
|
$246,220
|
37,500
16,636
|
$400,606
|
John
A. Adams
|
05/22/2008
|
|
200,000
|
$13.70
|
05/22/2018
|
05/22/2008
|
53,000
|
$392,200
|
27,000
|
$199,800
|
Jerry
C.
Jones
|
03/16/1999
03/16/1999
03/16/1999
05/26/1999
05/26/1999
05/26/1999
10/13/1999
08/09/2000
04/02/2001
04/11/2001
10/02/2001
08/07/2002
08/07/2002
08/07/2002
10/04/2007
05/22/2008
|
70,940
12,181
13,880
24,981
13,700
14,925
33,022
27,697
1,942
6,686
23,975
37,226
19,427
20,193
10,000
|
30,000
35,098
|
$25.98
$38.98
$51.97
$26.08
$32.60
$39.12
$17.93
$23.44
$11.50
$13.33
$11.14
$16.35
$20.44
$24.53
$15.66
$13.70
|
03/16/2014
03/16/2014
03/16/2014
05/26/2014
05/26/2014
05/26/2014
10/13/2014
08/09/2015
04/02/2016
04/11/2016
10/02/2016
08/07/2017
08/07/2017
08/07/2017
10/04/2017
05/22/2018
|
11/01/2006
05/22/2008
|
19,464
|
$144,034
|
7,500
9,732
|
$127,517
|
Shawn
M. Donovan
|
05/22/2008
|
|
75,000
|
$13.70
|
05/22/2018
|
05/22/2008
|
28,000
|
$207,200
|
14,000
|
$103,600
|
|
1
|
The
vesting schedule for the non-qualified stock options granted prior to
fiscal 2008 is 20% beginning on the second anniversary of the date of
grant and 20% annually thereafter through the sixth anniversary of the
date of grant. The vesting schedule for non-qualified stock options
granted during and after fiscal 2008 is 25% per year beginning on the
first anniversary of the date of
grant.
|
|
2
|
This
value was determined by multiplying the number of unvested shares or units
by the closing price of the Company’s common stock on March 31,
2009.
|
|
3
|
This
column reflects unvested RSUs. They vest over a four-year period in equal
increments.
|
|
OPTION
EXERCISES AND STOCK VESTED DURING FISCAL
YEAR
|
|
|
Option
Awards
|
|
|
Stock
Awards
|
|
Name
|
|
Number
of Shares Acquired on Exercise
(#)
|
|
|
Value
Realized On Exercise
|
|
|
Number
of Shares Acquired on Vesting
(#)
|
|
|
Value
Realized on Vesting
1
($)
|
|
John
A. Meyer
|
|
|
–
|
|
|
|
–
|
|
|
|
28,750
|
|
|
$
|
283,188
|
|
Christopher
W. Wolf
|
|
|
–
|
|
|
|
–
|
|
|
|
12,500
|
|
|
$
|
176,250
|
|
John
A. Adams
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Jerry
C. Jones
|
|
|
–
|
|
|
|
–
|
|
|
|
3,750
|
|
|
$
|
54,263
|
|
Shawn
M. Donovan
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
1
|
This
value was determined by multiplying the number of shares acquired on
vesting by the closing price of the Company’s common stock on the date of
vesting.
|
NONQUALIFIED DEFERRED COMPENSATION
The
Company maintains a nonqualified supplemental executive retirement plan (the
“SERP”). The SERP is designed to mirror the Company’s 401(k) Plan. As permitted
under Department of Labor and Internal Revenue Service regulations, the purpose
of the SERP is to provide eligible employees with the ability to defer cash
compensation in excess of some of the limits that apply to the 401(k) Plan and
to receive a matching contribution with respect to compensation that exceeds the
qualified plan limits. The following table contains information on the
SERP.
Name
|
|
Executive
Contributions in Last FY
1
|
|
|
Registrant
Contributions in Last FY
2
|
|
|
Aggregate
Earnings in Last FY
3
|
|
|
Aggregate
Withdrawals/ Distributions
4
|
|
|
Aggregate
Balance at Last FYE
5
|
|
John
A. Meyer
|
|
$
|
36,750
|
|
|
$
|
10,150
|
|
|
$
|
(6,510
|
)
|
|
|
–
|
|
|
$
|
40,390
|
|
Christopher
W. Wolf
|
|
$
|
36,000
|
|
|
$
|
6,380
|
|
|
$
|
(13,605
|
)
|
|
|
–
|
|
|
$
|
49,959
|
|
John
A. Adams
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Jerry
C. Jones
|
|
|
–
|
|
|
|
–
|
|
|
$
|
(11,805
|
)
|
|
|
–
|
|
|
$
|
23,837
|
|
Shawn
M. Donovan
|
|
$
|
4,375
|
|
|
$
|
547
|
|
|
$
|
(42
|
)
|
|
|
–
|
|
|
$
|
4,880
|
|
|
1
|
The
amounts reported in this column are included in the “Salary” column of the
Summary Compensation Table.
|
|
2
|
Under
both the SERP and the 401(k) Plan, the Company matches at a rate of $.50
on the dollar on the participant’s combined contributions up to the first
6% of the participant’s compensation. The matching contribution is
comprised of shares of the Company’s stock. The matching contribution is
vested at 20% after two years of a participant’s participation in the plan
and 20% each year thereafter until fully vested. Vesting is accelerated in
the event of death, disability or retirement. The amounts reported in this
column are included in the “All Other Compensation” column of the Summary
Compensation Table.
|
|
3
|
The
investment choices under the SERP are similar to those provided under the
401(k) Plan. A participant’s deferrals are deemed to be invested in those
funds in accordance with his or her election, and earnings are calculated
based on the performance of the selected funds. The participant does not
actually own any share of the investments. None of the earnings reported
in this column are above-market earnings. None of the amounts in this
column are reflected in the Summary Compensation
Table.
|
|
4
|
Prior
to deferring compensation, participants must elect the time and manner of
their account payouts. For amounts earned and vested prior to January 1,
2005, participants may elect to have their accounts paid after termination
because of financial hardship or pursuant to an in-service distribution.
If a participant requests an in-service distribution, the participant must
forfeit 10% of the distribution. For amounts earned and vested on and
after January 1, 2005, participants may elect to have their accounts paid
after termination because of financial hardship or at a time specified in
advance by the participant. Benefits are paid as elected by the
participant at the time of the deferral in the form of a single lump sum
payment, equal annual installments over a period of years or an annuity.
Under limited circumstances, participants may change the time and manner
of their account payouts. A participant may elect to have matching
contribution amounts that are credited to the participant’s account in the
form of stock distributed in the form of
stock.
|
|
5
|
The
following amounts were reported in the prior year’s Nonqualified Deferred
Compensation Table for fiscal 2008: Mr. Wolf - $21,184; Mr. Jones -
$35,642. Mr. Meyer and Mr. Donovan began participation in fiscal 2009 and
Mr. Adams does not participate in the SERP. The following amounts were
reported in Nonqualified Deferred Compensation Table for fiscal 2007: Mr.
Jones: $32,012. Mr. Wolf did not join the Company until fiscal
2008.
|
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN
CONTROL
The
tables and narrative below reflect the amount of compensation payable to each of
the NEOs in the event of termination of the executive’s employment under the
various circumstances described below. The amounts shown assume that the
termination was effective as of March 31, 2009 and includes amounts earned
through that time. These are only estimates of the amounts which would be paid
to the NEOs upon their termination. The actual amounts to be paid out can only
be determined at the time of an executive’s actual separation from the
Company.
Payments
Made Upon Termination
Regardless
of the manner in which a NEO’s employment terminates, he or she may be entitled
to receive amounts earned during his or her term of employment. These amounts
include:
|
•
|
base
salary earned through the date of termination;
and/or
|
|
•
|
amounts
accrued and vested through the Company’s Retirement Savings Plan and
Supplemental Executive Retirement
Plan.
|
Payments under Mr. Meyer’s
Employment Agreement
. If Mr. Meyer’s employment is terminated by the
Company without cause or if Mr. Meyer resigns for good reason, subject to the
Company receiving a general release of claims from him, Mr. Meyer will be
entitled to receive in a lump sum payment within 10 days of his termination date
(i) all base salary and benefits payable to him through the date of termination,
(ii) the amount of any cash bonus related to any contract year ending before the
date of termination that has been earned but remains unpaid, (iii) an amount
equal to 200% of his then-current base salary, (iv) an amount equal to 200% of
his then-current target cash bonus, prorated based on the portion of the
applicable contract year that he worked for the Company before the date of
termination, and (v) any other unpaid benefits to which he is entitled under any
plan, policy or program of the Company applicable to him as of the date of
termination.
Definitions
of the terms “cause” and “good reason” as defined in Mr. Meyer’s employment
agreement are set forth in the section entitled “Employment Agreements – John A.
Meyer ” beginning on page 19.
Payments under Mr. Adams’
Employment Agreement
. If Mr. Adams’ employment is terminated by the
Company without cause or if Mr. Adams resigns for good reason, subject to the
Company receiving a general release of claims from Mr. Adams, he will be
entitled to receive in a lump sum payment within 10 days of his termination date
(i) all base salary and benefits payable to him through the date of termination,
(ii) the amount of any cash bonus related to any contract year ending before the
date of termination that has been earned but remains unpaid, (iii) an amount
equal to 100% of his then-current base salary, (iv) an amount equal to 100% of
his then-current target cash bonus, and (v) any other unpaid benefits to which
he is entitled under any plan, policy or program of the Company applicable to
him as of the date of termination.
Definitions
of the terms “cause” and “good reason” as defined in Mr. Adams’ employment
agreement are set forth in the section entitled “Employment Agreements – John A.
Adams” beginning on page 19.
Payments under Mr. Wolf’s
Offer Letter
. In the event of an involuntary, no cause termination
outside of a change of control, Mr. Wolf will be paid at the time of his
termination twelve (12) months base pay, the equivalent of the cost of
twenty-four (24) months of COBRA coverage and any earned bonus as defined in the
applicable bonus plan terms and conditions for the year in which the termination
occurs.
Payments under Mr. Donovan’s
Offer Letter
. In the event of an involuntary, without cause termination,
Mr. Donovan is entitled to the payment of twelve (12) months of his base salary.
Additionally, per the terms of a letter dated May 19, 2008 from Mr. Meyer to Mr.
Donovan, in fiscal year 2009 only, Mr. Donovan is entitled upon termination to a
guaranteed bonus payment of $113,750 which is 50% of his annualized cash
incentive opportunity; provided that, the pay plan terms and conditions,
including employment on the date of payment, are met.
Payments
Made Upon Retirement
In the
event of retirement, a NEO will receive earned but unpaid base compensation
through the termination date and the amounts accrued and vested to which he or
she is otherwise entitled under a plan, program or policy of the Company.
Additionally, the Company may, in its discretion, pay the retiring NEO a
prorated payout under the Cash Incentive Plan based on the actual employment
period and attainment against targets during that period.
Payments
Made Upon Death or Disability
In the
event of the death or disability of a NEO, in addition to the benefits listed
under the headings “Payments Made Upon Termination” and “Payments Made Upon
Retirement” above, the NEO will receive benefits under the Company’s life
insurance plan or disability plan, as applicable. Also, upon death, all unvested
options and RSUs will immediately vest, and six months following commencement of
long term disability payments, all unvested options and RSUs will
vest.
In
addition, with respect to Mr. Meyer and Mr. Adams, their respective employment
agreements provide that in the event of termination as a result of death or
disability, they or their respective estates will be entitled to receive (i) the
amount of any cash bonus related to any contract year ending before the date of
termination that has been earned but remains unpaid, and (ii) the amount of any
target cash bonus to which they would otherwise have been entitled to for the
contract year in which the date of termination occurs, prorated based on the
applicable contract year they worked for the Company before the date of
termination. The prorated cash bonus will be paid at the same time bonuses are
paid to other executives of the Company.
Payments
Made Upon Termination Following a Change in Control
Payments under Mr. Meyer’s
and Mr. Adams’ Employment Agreements
. Under the terms of Mr. Meyer’s and
Mr. Adams’ employment agreements, if they are terminated from employment by the
Company without cause within 24 months following a change in control, or if they
resign for good reason within 24 months following a change in control, subject
to the Company receiving a general release of claims from them, they will be
entitled to receive in a lump sum payment within 10 days of their termination
dates (i) all base salary and benefits payable to them through the date of
termination, (ii) the amount of any cash bonus related to any contract year
ending before the date of termination that has been earned but remains unpaid,
(iii) an amount equal to 200% of their then-current base salaries, (iv) an
amount equal to 200% of their then-current target cash bonuses, and (v) any
other unpaid benefits to which they are entitled under any plan, policy or
program of the Company applicable to them as of the date of termination. In
addition, all equity incentive awards which are then outstanding, to the extent
not then vested, will vest. Definitions of the terms “cause,” “good reason” and
“change in control” as defined in Mr. Meyer’s and Mr. Adams’ employment
agreements are set forth in the section entitled “Employment Agreements”
beginning on page 19 and “Change in Control Agreements” beginning on page
21.
Accelerated Vesting of RSUs
under Mr. Wolf’s Offer Letter
. Mr. Wolf’s offer letter provides that
vesting of the RSUs which were granted as part of his initial offer of
employment will be accelerated in the event there is a change in control at the
Company within 24 months of Mr. Wolf’s start date and Mr. Wolf is terminated,
other than for cause, as a result of the change in control. Though relevant for
a termination using the hypothetical termination date of March 31, 2009, this
obligation expired on May 23, 2009.
Payments under Executive
Security Agreements
. The Company is a party to executive security
agreements with Messrs. Wolf and Jones. Those agreements automatically terminate
on March 31, 2010, provided that the Company has not commenced discussions with
a third party prior to that date which ultimately result in a change of control,
in which case the agreements would remain in effect. Under these agreements,
payments will be triggered if the NEO is terminated by the Company or a
successor (other than for cause, death or disability) or if he or she resigns
for good reason,
e.g.
,
a demotion, reduction in salary, relocation, or significant change in
responsibilities, within a two-year period following a change in control that
occurs between March 31, 2009 and March 31, 2010 or if he or she resigns for
good reason following commencement of discussions with a third party that
ultimately results in a change of control if the reason for the resignation were
as a result of the discussions with a third party. The amount payable is one
times annualized includible compensation, as defined by Section 280G of the
Internal Revenue Code, if termination of employment occurs in the first year
after a change in control and .5 times annualized includible compensation if
termination of employment occurs between one and two years after a change in
control. Payments must be made in a lump sum within 10 days following
termination of employment. Messrs. Wolf and Jones are also entitled to
reimbursement of any excise taxes on the change in control payments that were
triggered under Section 280G of the Internal Revenue Code, plus a tax “gross up”
payment to offset any income or excise taxes on the reimbursement. A more
detailed description of the executive security agreements can be found under
“Change in Control Agreements” beginning on page 21.
Accelerated Vesting upon a
Change in Control
. Under the Company’s 2000 Associate Stock Option Plan,
its 2005 Plan and its Inducement Plan, the board of directors has the authority
to accelerate vesting of outstanding stock options and/or RSUs in the event of a
change in control regardless of whether an employee’s employment is terminated
in connection with that change in control. In addition, performance awards may
be prorated and any deferral or other restriction may lapse, and the performance
awards may be immediately settled or distributed.
John A.
Meyer
The
following table shows the potential payments effective as of March 31, 2009 upon
termination or a change in control of the Company for John A. Meyer, Acxiom’s
Chief Executive Officer and President.
Type
of Payment
|
|
Voluntary
Termination
|
|
|
Retirement
other than in connection with a Change in Control
|
|
|
Termination
without Cause or for Good Reason other than in connection with a Change in
Control
|
|
|
Termination
for Cause or without Good Reason
|
|
|
Change
in Control with No Termination
|
|
|
Termination
without Cause or for Good Reason within 24 months of a Change in
Control
|
|
|
Death
or Disability
|
|
Severance
|
|
|
–
|
|
|
|
–
|
|
|
$
|
2,800,000
|
|
|
|
–
|
|
|
|
–
|
|
|
$
|
2,800,000
|
|
|
|
–
|
|
Leadership
Cash Incentive Plan
|
|
|
–
|
|
|
|
–
|
1
|
|
|
–
|
1
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
$
|
676,900
|
2
|
Supplemental
Executive Retirement Plan
|
|
$
|
32,473
|
3
|
|
$
|
32,473
|
3
|
|
$
|
32,473
|
3
|
|
$
|
32,473
|
3
|
|
|
–
|
4
|
|
$
|
32,473
|
3
|
|
$
|
40,390
|
3
|
Stock
Options (unvested and accelerated)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
5
|
|
|
–
|
6
|
|
|
–
|
7
|
Restricted
Stock Units
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
5
|
|
$
|
638,250
|
8
|
|
$
|
638,250
|
7
|
Total:
|
|
$
|
32,473
|
|
|
$
|
32,473
|
|
|
$
|
2,832,473
|
|
|
$
|
32,473
|
|
|
|
–
|
|
|
$
|
3,470,723
|
|
|
$
|
1,355,540
|
|
|
1
|
The
terms and conditions of the Cash Incentive Plan provide that in the event
of retirement, layoff by the Company, death or disability, leaders or
their beneficiaries may, at the Company’s discretion, receive a prorated
payout based on the actual employment period and attainment against
targets during the employment period. If the decision were made to make
payment to Mr. Meyer, he or his beneficiaries would receive
$676,900.
|
|
2
|
The
terms of Mr. Meyer’s employment agreement require payment of any target
cash bonus that Mr. Meyer would have been entitled to but for the death or
disability, prorated based on the portion of the applicable year that Mr.
Meyer worked.
|
|
3
|
This
amount consists of Mr. Meyer’s voluntary deferrals, earnings on
investments and vested Company matching contributions as of March 31, 2009
under the SERP. As is the case with the 401(k) Plan, the Company matches
contributions at a rate of $.50 on the dollar on the participant’s
combined contributions to the 401(k) Plan and the SERP that do not exceed
6% of the participant’s compensation. Any unvested matching contributions
would be forfeited except in the case of death or disability, at which
time any unvested match will automatically
vest.
|
|
4
|
The
SERP is not affected by a change in control unless employment is
terminated. Upon termination, the SERP would provide applicable
termination benefits in accordance with normal termination
guidelines.
|
|
5
|
The
terms and conditions of various Company equity plans permit the board of
directors to automatically vest certain options and RSUs in the event of a
change of control.
|
|
6
|
Pursuant
to Mr. Meyer’s employment agreement, upon his termination without cause or
resignation for good reason within 24 months of a change of control, any
unvested stock options would vest. This value is determined using the
closing stock price on March 31, 2009. The exercise price for Mr. Meyer’s
unvested non-qualified stock options was higher than the closing price of
Company common stock on March 31, 2009; therefore, there would be no
value realized as of that date.
|
|
7
|
Six
months after long-term disability payments commence, all unvested stock
and RSUs vest. Upon death, any unvested stock options and RSUs would
immediately vest. The exercise price for Mr. Meyer’s unvested
non-qualified stock options was higher than the closing price of the
Company’s common stock on March 31, 2009; therefore, there was no
value realized as of that date. The RSU value is determined by multiplying
the number of RSUs with accelerated vesting times the closing stock price
on March 31, 2009.
|
|
8
|
Pursuant
to Mr. Meyer’s employment agreement, upon his termination without cause or
his resignation for good reason within 24 months of a change of control,
any unvested RSUs would vest. This value is determined by multiplying the
number of RSUs with accelerated vesting times the closing stock price on
March 31, 2009.
|
[THIS
SPACE LEFT BLANK INTENTIONALLY]
Christopher W. Wolf
The
following table shows the potential payments effective as of March 31, 2009 upon
termination or a change in control of the Company for Christopher W. Wolf, Chief
Financial Officer and Executive Vice President.
Type
of Payment
|
|
Voluntary
Termination
|
|
|
Retirement
other than in connection with a Change in Control
|
|
|
Involuntary
not for Cause Termination other than in connection with a Change in
Control
|
|
|
Involuntary
for Cause Termination
|
|
|
Change
in Control with No Termination
|
|
|
Termination
Without Cause or for Good Reason following a Change in
Control
|
|
|
Death
or Disability
|
|
Severance
|
|
|
–
|
|
|
|
–
|
|
|
$
|
423,602
|
1
|
|
|
–
|
|
|
|
–
|
|
|
$
|
222,630
|
2
|
|
|
–
|
|
Leadership
Cash
Incentive Plan
|
|
|
–
|
|
|
|
–
|
3
|
|
|
–
|
3
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
3
|
Supplemental
Executive
Retirement Plan
|
|
$
|
44,830
|
4
|
|
$
|
44,830
|
4
|
|
$
|
44,830
|
4
|
|
$
|
44,830
|
4
|
|
|
–
|
5
|
|
$
|
44,830
|
4
|
|
$
|
49,959
|
4
|
Stock
Options
(unvested
and accelerated)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
6
|
|
|
–
|
|
|
|
–
|
7
|
Restricted
Stock
Units
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
6
|
|
$
|
277,500
|
8
|
|
$
|
400,606
|
7
|
Total
|
|
$
|
44,830
|
|
|
$
|
44,830
|
|
|
$
|
468,432
|
|
|
$
|
44,830
|
|
|
|
–
|
|
|
$
|
544,960
|
|
|
$
|
450,565
|
|
|
1
|
Pursuant
to the terms of Mr. Wolf’s offer letter, if his employment with the
Company is terminated outside a change of control due to no cause of his
own, Mr. Wolf is entitled to 12 months base pay ($400,000 on March 31,
2009), the equivalent of 24 months of COBRA coverage ($23,602 on March 31,
2009) paid in a lump sum, and any earned but unpaid bonuses less
applicable taxes and withholdings.
|
|
2
|
Mr.
Wolf would have been entitled to this payment under his executive security
agreement with the Company if his employment had been terminated other
than for cause, death or disability on March 31, 2009 contemporaneously
with a change in control. Per the terms of the executive security
agreement, any severance, separation or similar type payments due to Mr.
Wolf and made in connection with his termination of employment decrease
the amount payable to him under the executive security agreement. Because
a certain portion of his RSUs would vest in the event of a termination on
March 31, 2009 following a change of control (see footnote 8), the change
of control severance amount is calculated by subtracting the RSU
acceleration value from Mr. Wolf’s annualized includable
compensation.
|
|
3
|
The
terms and conditions of the Cash Incentive Plan provide that in the event
of retirement, layoff by the Company, death or disability, leaders or
their beneficiaries may, at the Company’s discretion, receive a prorated
payout based on the actual employment period and attainment against
targets during the employment period. If the decision were made to make
payment to Mr. Wolf, he or his beneficiaries would receive
$251,420.
|
|
4
|
This
amount consists of Mr. Wolf’s voluntary deferrals, earnings on investments
and vested Company matching contributions as of March 31, 2009 under the
SERP. As is the case with the 401(k) Plan, the Company matches
contributions at a rate of $.50 on the dollar on the participant’s
combined contributions to the 401(k) Plan and the SERP that do not exceed
6% of the participant’s compensation. Any unvested matching contributions
would be forfeited except in the case of death or disability, at which
time any unvested match will automatically
vest.
|
|
5
|
The
SERP is not affected by a change in control unless employment is
terminated. Upon termination, the SERP would provide applicable
termination benefits in accordance with normal termination
guidelines.
|
|
6
|
The
terms and conditions of various Company equity plans permit the board of
directors to automatically vest certain options and RSUs in the event of a
change of control.
|
|
7
|
Six
months after long-term disability payments commence, all unvested stock
and RSUs vest. Upon death, any unvested stock options and RSUs would
immediately vest. The exercise price for Mr. Wolf’s unvested non-qualified
stock options was higher than the closing price of the Company’s common
stock on March 31, 2009; therefore, there was no value realized as of
that date. The RSU value is determined by multiplying the number of RSUs
with accelerated vesting times the closing stock price on March 31,
2009.
|
|
8
|
Per
the terms of Mr. Wolf’s offer letter, in the event of a change of control
within 24 months of his start date and his employment is terminated,
except for cause, as a result of such change in control, any unvested RSUs
granted under the terms of his offer of employment with the Company would
be accelerated.
Though relevant
for a termination using the hypothetical termination date of March 31,
2009, this obligation expired on May 23,
2009.
|
[THIS
SPACE LEFT BLANK INTENTIONALLY]
John A.
Adams
The
following table shows the potential payments effective as of March 31, 2009 upon
termination or a change in control of the Company for John A. Adams, Acxiom’s
Chief Operating Officer and Executive Vice President.
Type
of Payment
|
|
Voluntary
Termination
|
|
|
Retirement
other than in connection with a Change in Control
|
|
|
Termination
without Cause or for Good Reason other than in connection with a Change in
Control
|
|
|
Termination
for Cause or without Good Reason
|
|
|
Change
in Control with No Termination
|
|
|
Termination
without Cause or for Good Reason within 24 months of a Change in
Control
|
|
|
Death
or Disability
|
|
Severance
|
|
|
–
|
|
|
|
–
|
|
|
$
|
875,000
|
|
|
|
–
|
|
|
|
–
|
|
|
$
|
1,750,000
|
|
|
|
–
|
|
Leadership
Cash Incentive Plan
|
|
|
–
|
|
|
|
–
|
1
|
|
|
–
|
1
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
$
|
362,625
|
2
|
Supplemental
Executive Retirement Plan
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Stock
Options (unvested and accelerated)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
3
|
|
|
–
|
4
|
|
|
–
|
5
|
Restricted
Stock Units
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
3
|
|
$
|
199,800
|
6
|
|
$
|
199,800
|
5
|
Section
280G Excise Tax “Gross Up”
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
$
|
707,282
|
|
|
|
–
|
|
Total:
|
|
|
–
|
|
|
|
–
|
|
|
$
|
875,000
|
|
|
|
–
|
|
|
|
–
|
|
|
$
|
2,657,082
|
|
|
$
|
562,425
|
|
|
1
|
The
terms and conditions of the Cash Incentive Plan provide that in the event
of retirement, layoff by the Company, death or disability, leaders or
their beneficiaries may, at the Company’s discretion, receive a prorated
payout based on the actual employment period and attainment against
targets during the employment period. If the decision were made to make
payment to Mr. Adams, he or his beneficiaries would receive
$362,625.
|
|
2
|
The
terms of Mr. Adams’ employment agreement require payment of any target
cash bonus that Mr. Adams would have been entitled to but for the death or
disability, prorated based on the portion of the applicable year that Mr.
Adams worked.
|
|
3
|
The
terms and conditions of various Company equity plans permit the board of
directors to automatically vest certain options and RSUs in the event of a
change of control.
|
|
4
|
Pursuant
to Mr. Adams’ employment agreement, upon his termination without cause or
resignation for good reason within 24 months of a change of control, any
unvested stock options would vest. This value is determined using the
closing stock price on March 31, 2009. The exercise price for Mr. Adams’
unvested
non-qualified
stock options was higher than the closing price of Company common stock on
March 31, 2009; therefore, there would be no value realized as of
that date.
|
|
5
|
Six
months after long-term disability payments commence, all unvested stock
and RSUs vest. Upon death, any unvested stock options and RSUs would
immediately vest. The exercise price for Mr. Adams’ unvested non-qualified
stock options was higher than the closing price of the Company’s common
stock on March 31, 2009; therefore, there was no value realized as of
that date. The RSU value is determined by multiplying the number of RSUs
with accelerated vesting times the closing stock price on March 31,
2009.
|
|
6
|
Pursuant
to Mr. Adams’ employment agreement, upon his termination without cause or
resignation for good reason within 24 months of a change of control, any
unvested RSUs would vest. This value is determined by multiplying the
number of RSUs with accelerated vesting times the closing stock price on
March 31, 2009.
|
[THIS
SPACE LEFT BLANK INTENTIONALLY]
Jerry C.
Jones
The
following table shows the potential payments effective as of March 31, 2009 upon
termination or a change in control of the Company for Jerry C. Jones, Chief
Legal Officer and Senior Vice President.
Type
of Payment
|
|
Voluntary
Termination
|
|
|
Retirement
other than in connection with a Change in Control
|
|
|
Involuntary
not for Cause Termination other than in connection with a Change in
Control
|
|
|
Involuntary
for Cause Termination
|
|
|
Change
in Control with No Termination
|
|
|
Termination
without Cause or for Good Reason following a Change in
Control
|
|
|
Death
or Disability
|
|
Severance
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
$
|
464,398
|
1
|
|
|
–
|
|
Leadership
Cash
Incentive Plan
|
|
|
–
|
|
|
|
–
|
2
|
|
|
–
|
2
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
2
|
Supplemental
Executive
Retirement Plan
|
|
$
|
23,837
|
3
|
|
$
|
23,837
|
3
|
|
$
|
23,837
|
3
|
|
$
|
23,837
|
3
|
|
|
–
|
4
|
|
$
|
23,837
|
3
|
|
$
|
23,837
|
3
|
Stock
Options
(unvested
and accelerated)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
5
|
|
|
–
|
|
|
|
–
|
6
|
Restricted
Stock
Units
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
5
|
|
|
–
|
|
|
$
|
127,517
|
6
|
Total
|
|
$
|
23,837
|
|
|
$
|
23,837
|
|
|
$
|
23,837
|
|
|
$
|
23,837
|
|
|
|
–
|
|
|
$
|
488,235
|
|
|
$
|
151,354
|
|
|
1
|
Mr.
Jones would have been entitled to this payment under his Executive
Security Agreement with the Company if his employment had been terminated
other than for cause, death or disability on March 31, 2009
contemporaneously with a change in
control.
|
|
2
|
The
terms and conditions of the Cash Incentive Plan provide that in the event
of retirement, layoff by the Company, death or disability, leaders or
their beneficiaries may, at the Company’s discretion, receive a prorated
payout based on the actual employment period and attainment against
targets during the employment period. If the decision were made to make
payment to Mr. Jones, he or his beneficiaries would receive
$238,849.
|
|
3
|
This
amount consists of Mr. Jones’ voluntary deferrals, earnings on investments
and vested Company matching contributions as of March 31, 2009 under the
SERP. As is the case with the 401(k) Plan, the Company matches
contributions at a rate of $.50 on the dollar on the participant’s
combined contributions to the 401(k) Plan and the SERP that do not exceed
6% of the participant’s compensation except in the case of death or
disability, at which time any unvested match will automatically
vest.
|
|
4
|
The
SERP is not affected by a change in control unless employment is
terminated. Upon termination, the SERP would provide applicable
termination benefits in accordance with normal termination
guidelines.
|
|
5
|
The
terms and conditions of various Company equity plans permit the board of
directors to automatically vest certain options and RSUs in the event of a
change of control.
|
|
6
|
Six
months after long-term disability payments commence, all unvested stock
and RSUs vest. Upon death, any unvested stock options and RSUs would
immediately vest. The exercise price for Mr. Jones’ unvested non-qualified
stock options was higher than the closing price of the Company’s common
stock on March 31, 2009; therefore, there was no value realized as of
that date. The RSU value is determined by multiplying the number of RSUs
with accelerated vesting times the closing stock price on March 31,
2009.
|
|
[THIS
SPACE LEFT BLANK INTENTIONALLY]
|
Shawn M.
Donovan
The
following table shows the potential payments effective as of March 31, 2009 upon
termination or a change in control of the Company for Shawn M. Donovan, Senior
Vice President - Global Sales.
Type
of Payment
|
|
Voluntary
Termination
|
|
|
Retirement
other than in connection with a Change in Control
|
|
|
Involuntary
not for Cause Termination other than in connection with a Change in
Control
|
|
|
Involuntary
for Cause Termination
|
|
|
Change
in Control with No Termination
|
|
|
Termination
without Cause following a Change in Control
|
|
|
Death
or Disability
|
|
Severance
|
|
|
-
|
|
|
|
–
|
|
|
$
|
350,000
|
1
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Leadership
Cash
Incentive Plan
|
|
|
–
|
|
|
|
–
|
2
|
|
|
–
|
2
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
2
|
Supplemental
Executive
Retirement Plan
|
|
$
|
4,399
|
3
|
|
$
|
4,399
|
3
|
|
$
|
4,399
|
3
|
|
$
|
4,399
|
3
|
|
|
–
|
4
|
|
$
|
4,399
|
3
|
|
$
|
4,880
|
3
|
Stock
Options
(unvested and accelerated)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
5
|
|
|
–
|
|
|
|
–
|
6
|
Restricted
Stock
Units
3
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
5
|
|
|
–
|
|
|
$
|
103,600
|
6
|
Total
|
|
$
|
4,399
|
|
|
$
|
4,399
|
|
|
$
|
354,399
|
|
|
$
|
4,399
|
|
|
|
–
|
|
|
$
|
4,399
|
|
|
$
|
108,480
|
|
|
1
|
The
terms and conditions of Mr. Donovan’s offer letter provide that if his
employment is terminated without cause, he will be entitled to receive a
lump sum payment of twelve (12) months of base
salary.
|
|
2
|
The
terms and conditions of the Cash Incentive Plan provide that in the event
of retirement, layoff by the Company, death or disability, leaders or
their beneficiaries may, at the Company’s discretion, receive a prorated
payout based on the actual employment period and attainment against
targets during the employment period. If the decision were made to make
payment to Mr. Donovan, he or his beneficiaries would receive
$177,340.
|
|
3
|
This
amount consists of Mr. Donovan’s voluntary deferrals, earnings on vested
investments and Company matching contributions as of March 31, 2009 under
the SERP. As is the case with the 401(k) Plan, the Company matches
contributions at a rate of $.50 on the dollar on the participant’s
combined contributions to the 401(k) Plan and the SERP that do not exceed
6% of the participant’s compensation except in the case of death or
disability, at which time any unvested match will automatically
vest.
|
|
4
|
The
SERP is not affected by a change in control unless employment is
terminated. Upon termination, the SERP would provide applicable
termination benefits in accordance with normal termination
guidelines.
|
|
5
|
The
terms and conditions of various Company equity plans permit the board of
directors to automatically vest certain options and RSUs in the event of a
change of control.
|
|
6
|
Six
months after long-term disability payments commence, all unvested stock
and RSUs vest. Upon death, any unvested stock options and RSUs would
immediately vest. The exercise price for Mr. Donovan’s unvested
non-qualified stock options was higher than the closing price of the
Company’s common stock on March 31, 2009; therefore, there was no
value realized as of that date. The RSU value is determined by multiplying
the number of RSUs with accelerated vesting times the closing stock price
on March 31, 2009.
|
[THIS
SPACE LEFT BLANK INTENTIONALLY]
NON-EMPLOYEE
DIRECTOR COMPENSATION
The
governance/nominating committee of the board of directors reviews and makes a
recommendation to the full board regarding the compensation to be paid to the
non-employee directors each year. The base annual fee for non-employee directors
is currently $80,000 with an additional $10,000 payable for each committee on
which a director serves. The audit committee chairman is paid an additional
$25,000 per year. The non-executive chairman of the board is currently paid a
base annual fee of $120,000 plus $10,000 per committee. Fees are payable in
shares of Acxiom stock, cash or a combination of stock and cash, at each
director’s election. In fiscal 2009 directors who took 100% of their fees in
stock received a 15% premium, also payable in stock. In August 2008 the board
adopted the Acxiom Corporation Directors’ Deferred Compensation Plan under which
stock (but not cash) fees may be deferred.
The
following table shows the compensation paid in fiscal 2009 to the non-employee
directors who were serving as directors at any time during the fiscal
year:
Name
|
|
Fees
Earned or Paid in
Cash
($)
|
|
|
Stock
Awards
($)
|
|
|
Total
($)
|
|
William
T. Dillard II
|
|
|
-
|
|
|
$
|
126,500
|
|
|
$
|
126,500
|
|
Michael
J. Durham
|
|
|
|
|
|
$
|
98,670
|
|
|
$
|
98,670
|
1
|
Dr.
Mary L. Good
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
|
$
|
100,000
|
|
Ann
Die Hasselmo
|
|
|
-
|
|
|
$
|
115,000
|
|
|
$
|
115,000
|
|
William
J. Henderson
|
|
$
|
100,000
|
|
|
|
-
|
|
|
$
|
100,000
|
|
Thomas
F. McLarty, III
|
|
$
|
45,000
|
|
|
$
|
45,000
|
|
|
$
|
90,000
|
|
Stephen
M. Patterson
|
|
$
|
112,500
|
|
|
|
-
|
|
|
$
|
112,500
|
|
Kevin
M. Twomey
|
|
|
-
|
|
|
$
|
129,375
|
|
|
$
|
129,375
|
|
Jeffrey
W. Ubben
|
|
|
-
|
|
|
$
|
115,000
|
|
|
$
|
115,000
|
|
R.
Halsey Wise
|
|
|
-
|
|
|
$
|
115,000
|
|
|
$
|
115,000
|
2
|
|
1
These
fees represent Mr. Durham’s compensation as non-executive chairman of the
board for the eight-month period beginning in December 2008 and ending in
August 2009, at which time Mr. Durham will be paid on the same 12-month
pay cycle that the other directors are currently being paid
on.
|
|
2
Receipt of these fees was deferred by Mr. Wise pursuant to the Acxiom
Corporation Directors’ Deferred Compensation
Plan.
|
PART
IV
Item 15. Exhibits and
Financial Statement Schedules
(b)
Exhibits: The following exhibits are filed with this report or are incorporated
by reference to previously filed material.
Exhibit
No.
3(a)
|
Amended
and Restated Certificate of Incorporation (previously filed as Exhibit
3(i) to Acxiom Corporation's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996, Commission File No. 0-13163, and
incorporated herein by reference)
|
3(b)
|
Amended
and Restated Bylaws (previously filed as Exhibit 3(b) to Acxiom
Corporation’s Annual Report on Form 10-K for the fiscal year ended March
31, 2008 and incorporated herein by
reference)
|
10(a)
|
2005
Stock Purchase Plan of Acxiom Corporation (previously filed as Appendix B
to Acxiom Corporation’s Proxy Statement dated June 24, 2005, and
incorporated herein by reference)
|
10(b)
|
Amended
and Restated Key Associate Stock Option Plan of Acxiom Corporation
(previously filed as Exhibit 10(e) to Acxiom Corporation’s Annual Report
on Form 10-K for the fiscal year ended March 31, 2000, Commission File No.
0-13163, and incorporated herein by
reference)
|
10(c)
|
2005
Equity Compensation Plan of Acxiom Corporation (formerly known as the
Amended and Restated 2000 Associate Stock Option Plan of Acxiom
Corporation) (previously filed as Appendix B to Acxiom Corporation’s Proxy
Statement dated November 16, 2007, and incorporated herein by
reference)
|
10(d)
|
2008
Nonqualified Equity Compensation Plan of Acxiom Corporation (previously
filed on May 15, 2008 as Exhibit 10.2 to Acxiom Corporation’s Current
Report on Form 8-K, and incorporated herein by
reference)
|
10(e)
|
Acxiom
Corporation U.K. Share Option Scheme (previously filed as Exhibit 10(f) to
Acxiom Corporation's Annual Report on Form 10-K for the fiscal year ended
March 31, 1997, Commission File No. 0-13163, and incorporated herein by
reference)
|
10(f)
|
Acxiom
Corporation Non-Qualified Deferred Compensation Plan (previously filed as
Exhibit 10(i) to Acxiom Corporation's Annual Report on Form 10-K for the
fiscal year ended March 31, 1996, Commission File No. 0-13163, and
incorporated herein by reference)
|
10(g)*
|
Acxiom
Corporation FY 2010 Leadership Cash Incentive
Plan
|
10(h)
|
General
Electric Capital Corporation Master Lease Agreement, dated as of September
30, 1999 (previously filed as Exhibit 10(m) to Acxiom Corporation’s Annual
Report on Form 10-K for the fiscal year ended March 31, 2001, Commission
File No. 0-13163, and incorporated herein by
reference)
|
10(i)
|
Amendment
to General Electric Capital Corporation Master Lease Agreement dated as of
December 6, 2002 (previously filed as Exhibit 10 (j) to Acxiom
Corporation’s Annual Report of Form 10-K for the fiscal year ended March
31, 2003, Commission File No. 0-13163, and incorporated herein by
reference)
|
10(j)
|
Third
Amended and Restated Credit Agreement dated as of March 24, 2005, by and
among Acxiom Corporation, as borrower, J.P. Morgan, N.A., as agent, and
the lenders who are party thereto (previously filed as Exhibit 10.2 to
Acxiom Corporation’s Report on Form 8-K dated March 24, 2005, and
incorporated herein by reference)
|
10(k)
|
Second
Amendment to Third Amended and Restated Credit Agreement, dated as of
April 22, 2005, by and among Acxiom Corporation, as borrower, J.P. Morgan,
N.A., as agent, and the lenders who are a party thereto (previously
filed as Exhibit 10(j) to Acxiom Corporation’s Annual Report on Form 10-K
for the fiscal year ended March 31, 2005, Commission File No. 0-13163, and
incorporated herein by reference)
|
10(l)
|
Increased
Commitment Supplement to Third Amended and Restated Credit Agreement,
dated as of May 13, 2005, by and among Acxiom Corporation, as borrower,
J.P. Morgan, N.A., as agent, and the lenders who are a party thereto
(previously filed as Exhibit 10(k) to Acxiom Corporation’s Annual Report
on Form 10-K for the fiscal year ended March 31, 2005, Commission File No.
0-13163, and incorporated herein by
reference)
|
10(m)
|
Assignment
of Head Lease dated as of February 10, 2003, by and between Wells Fargo
Bank Northwest, National Association, as Owner Trustee under the AC Trust
2001-1 (“Assignor”) and Acxiom Corporation, assigning all of Assignor’s
rights, title and interest in that certain Head Lease Agreement dated as
of May 1, 2000, between the City of Little Rock, AR and Assignor, each
relating to the lease of an office building in downtown Little Rock which
was previously financed pursuant to a terminated synthetic real estate
facility (previously filed as Exhibit 10 (l) to Acxiom Corporation’s
Annual Report of Form 10-K for the fiscal year ended March 31, 2003,
Commission File No. 0-13163, and incorporated herein by
reference)
|
10(n)
|
Form
of Executive Security Agreement effective as of April 8, 2008 (previously
filed as Exhibit 10(n) to Acxiom Corporation’s Annual Report on Form 10-K
for the fiscal year ended March 31, 2008 and incorporated herein by
reference)
|
10(o)
|
Asset
Purchase and License Agreement dated December 29, 2005 between Acxiom
Corporation and EMC Corporation and EMC (Benelux) B.V., S.à.r.l.
(previously filed as Exhibit 10(s) to Acxiom Corporation’s Annual Report
on Form 10-K for the fiscal year ended March 31, 2008 and incorporated
herein by reference)
|
10(p)
|
Transition
Amendment dated March 31, 2008 between Acxiom Corporation and EMC
Corporation and EMC (Benelux) B.V., S.à.r.l. (previously filed as Exhibit
10(t) to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal
year ended March 31, 2008 and incorporated herein by
reference)
|
10(q)
|
Employment
Agreement by and between Acxiom Corporation and John A. Meyer dated as of
January 14, 2008 (previously filed on January 17, 2008 as Exhibit 10.1 to
Acxiom Corporation’s Current Report on Form 8-K, and incorporated herein
by reference)
|
10(r)
|
Employment
Agreement dated May 14, 2008 between the Acxiom Corporation and John A.
Adams (previously filed on May 15, 2008 as Exhibit 10.1 to Acxiom
Corporation’s Current Report on Form 8-K, and incorporated herein by
reference)
|
10(s)
|
Separation
Agreement and General Release dated March 6, 2008 between Acxiom
Corporation and Rodger S. Kline (previously filed as Exhibit 10(w) to
Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended
March 31, 2008 and incorporated herein by
reference)
|
10(t)
|
Professional
Services Agreement dated March 6, 2008 between Acxiom Corporation and
Rodger S. Kline (previously filed as Exhibit 10(x) to Acxiom Corporation’s
Annual Report on Form 10-K for the fiscal year ended March 31, 2008 and
incorporated herein by reference)
|
10(u)
|
Amended
Separation Agreement and General Release dated April 17, 2008 between
Acxiom Corporation and L. Lee Hodges (previously filed as Exhibit 10(y) to
Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended
March 31, 2008 and incorporated herein by
reference)
|
10(v)
|
Professional
Services Agreement dated March 27, 2008 between Acxiom Corporation and L.
Lee Hodges (previously filed as Exhibit 10(z) to Acxiom Corporation’s
Annual Report on Form 10-K for the fiscal year ended March 31, 2008 and
incorporated herein by reference)
|
10(w)
|
Offer
Letter dated May 9, 2007, by and between Acxiom Corporation and
Christopher W. Wolf (previously filed as Exhibit 99.2 to Acxiom’s Current
Report on Form 8-K dated May 16, 2007, and incorporated herein by
reference)
|
10(x)
|
Offer
Letter dated April 21, 2008, by and between Acxiom Corporation and Shawn
M. Donovan
|
10(y)
|
Acceptance
Letter dated May 19, 2008, by and between Acxiom Corporation and Shawn M.
Donovan
|
21*
|
Subsidiaries
of Acxiom Corporation
|
31(a)
|
Certification
of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as
adopted pursuant to Sections 302 and 404 of Sarbanes-Oxley Act of
2002
|
31(b)
|
Certification
of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as
adopted pursuant to Sections 302 and 404 of Sarbanes-Oxley Act of
2002
|
32(a)
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
32(b)
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
*
Included in Annual Report on Original Form 10-K
Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned.
ACXIOM
CORPORATION
Date:
March 31, 2010
|
By:
|
/s/ Catherine L.
Hughes
|
Catherine L. Hughes
Corporate Governance Officer
& Secretary
EXHIBIT
INDEX
Exhibit
No.
10(x)
|
Offer
Letter dated April 21, 2008, by and between Acxiom Corporation and Shawn
M. Donovan
|
10(y)
|
Acceptance
Letter dated May 19, 2008, by and between Acxiom Corporation and Shawn M.
Donovan
|
31(a)
|
Certification
of Chief Executive Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as
adopted pursuant to Sections 302 and 404 of Sarbanes-Oxley Act of
2002
|
31(b)
|
Certification
of Chief Financial Officer pursuant to SEC Rule 13a-14(a)/15d-14(a), as
adopted pursuant to Sections 302 and 404 of Sarbanes-Oxley Act of
2002
|
32(a)
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
32(b)
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
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