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

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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 5.07

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

As noted in Item 5.07 below, at the 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) of Acxiom Corporation (the “Company”), the Company’s stockholders approved an increase in the number of shares available for issuance under the Company’s Amended and Restated 2005 Equity Compensation Plan (the “2005 Plan”) by 4,450,000 to 32,875,000 shares. A summary of the material terms of the 2005 Plan, as amended and restated, is set forth on pages 17 through 26 of the Company’s Definitive Proxy Statement on Schedule 14A for the 2017 Annual Meeting, which was filed with the Securities and Exchange Commission (the “Commission”) on June 29, 2017 (the “Proxy Statement”), as supplemented by the Company’s Definitive Additional Materials on Schedule 14A filed with the Commission on July 14, 2017, and is incorporated herein by reference. That summary, as supplemented, and the foregoing description of the 2005 Plan are qualified in their entirety by reference to the text of the 2005 Plan, as amended and restated, which is incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 4, 2017.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The 2017 Annual Meeting was held on August 8, 2017, at 10:30 a.m. PDT at the Company’s Redwood City office located at 100 Redwood Shores Parkway, Redwood City, California 94065 and via the Internet at www.virtualshareholdermeeting.com/ACXM17. The Company’s stockholders voted on five proposals, and the final voting results for each of the proposals are described below.

1.Election of Directors. Timothy R. Cadogan, William T. Dillard II and Scott E. Howe were elected to the Company’s board of directors for three-year terms expiring at the 2020 Annual Meeting of Stockholders by the following votes:

Name

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

Timothy R. Cadogan

68,386,234

1,007,702

83,379

5,677,813

William T. Dillard II

58,463,768

10,933,426

80,121

5,677,813

Scott E. Howe

68,889,423

510,768

77,124

5,677,813

2.Proposal to Amend the 2005 Equity Compensation Plan to Increase the Number of Shares Available for Issuance Under the 2005 Plan and to Re-approve its Performance Goals. The stockholders approved an increase of 4,450,000 shares in the number of shares available for issuance under the 2005 Plan and re-approved the material terms of the performance goals under the 2005 Plan by the following votes:

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

64,623,413

4,712,523

141,379

5,677,813

3.Advisory Vote to Approve Named Executive Officer Compensation. The stockholders approved, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement by the following votes:

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

65,694,466

3,675,804

107,045

5,677,813

4.Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation. The stockholders approved, on an advisory basis, a frequency of every year for future advisory votes regarding the compensation of the Company’s Named Executive Officers by the following votes:

Every Year

Every Two Years

Every Three Years

Votes Abstained

Broker Non-Votes

58,677,363

46,551

10,719,830

33,571

5,677,813

The Company has considered the outcome of this advisory vote and has determined, as was recommended by the Company’s board of directors in the Proxy Statement, that the Company will hold future advisory votes to approve the compensation of the Company’s Named Executive Officers on an annual basis until the occurrence of the next advisory vote on the frequency of such votes, which is required to occur no later than the Company’s 2023 Annual Meeting of Stockholders.

5.Ratification of Independent Registered Public Accountant. The stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2018 by the following votes:

Votes For

Votes Against

Votes Abstained

74,275,907

798,671

80,550

Item 5.07

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Amended and Restated 2005 Equity Compensation Plan of Acxiom Corporation (previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 4, 2017, Commission File No. 0-13163, and incorporated herein by reference)


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.

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