ACXIOM CORPORATION (NASDAQ:ACXM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

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

Effective September 12, 2017, S. Travis May was appointed as Chief Growth Officer of Acxiom Corporation (the “Company”) and ceased serving as President and General Manager of the Company’s Connectivity Division. In his new position, Mr. May’s base salary will be $400,000, with a target annual bonus opportunity equal to 65% of his base salary. In connection with his change in position, Mr. May received a retention grant of performance stock units (“PSUs”) with a target value of $2 million that will vest, if at all, based on performance criteria established by the Compensation Committee of the Board of Directors of the Company over the two-year period beginning October 1, 2017, and ending September 30, 2019, with determinations of attainment at the end of each year. If any of the PSUs are deemed to have been earned, they may become vested between 50% and 150% of the target amount, depending on the extent to which the performance criteria are met during the performance period.

Mr. May will be eligible to participate in the Company’s 2010 Senior Vice President and Special Situation Associate Change in Control Severance Policy (the “Policy”). The Policy provides that if, during the two-year period following a Change in Control (as defined in the Policy), the Company terminates Mr. May’s employment other than for Cause (as defined in the Policy), or he terminates his employment for Good Reason (as defined in the Policy), then he would be entitled to receive (i) a pro-rated amount of his short-term incentive cash bonus for the year of termination based on actual company performance, (ii) an amount equal to the sum of his annual base salary in effect on the termination date (or if higher, immediately before any reduction in such base salary giving rise to Good Reason) and his average annual cash bonus for the two years preceding the termination date, and (iii) immediate vesting of all unvested, outstanding time-based equity awards. Additionally, upon a Change in Control (whether or not accompanied by a termination of employment), Mr. May would be entitled to vesting of a pro-rated portion of any unvested, performance-based equity incentive awards outstanding for which at least one year of the performance period has elapsed as of the date of the Change in Control.

The forgoing description of Mr. May’s new position and his benefits under the Policy are qualified in their entirety by reference to an offer memorandum dated September 8, 2017, and the Policy, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

(d) Exhibits.

ACXIOM CORP Exhibit
EX-10.1 2 memototravismay_finalx0908.htm EXHIBIT 10.1 Exhibit Exhibit 10.1 MEMORANDUMTO:    Travis MayFROM:    Scott HoweDATE:    September 8,…
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About ACXIOM CORPORATION (NASDAQ:ACXM)

Acxiom Corporation (Acxiom) is a technology and enablement services company. The Company operates through three business segments: Marketing Services, Audience Solutions, and Connectivity. The Company’s Marketing Services segment helps clients to unify data at individual level. The Audience Solutions segment helps clients to validate the accuracy of their people-based data, enhance it with additional insight and keep it up to date, enabling clients to reach desired audiences with relevant messages. The Connectivity segment activates data and makes it portable across the open marketing ecosystem. The Company serves a global client base from locations in the United States, Europe and the Asia-Pacific region. The Company’s client base includes organizations in these regions across industry verticals, including financial, insurance and investment services, automotive, retail, telecommunications, healthcare, travel, entertainment, non-profit and government.