UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2016 (March 1, 2016)
ACI WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-25346 | 47-0772104 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3520 Kraft Rd, Suite 300
Naples, FL 34105
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (239) 403-4600
(Former Name or Former Address, if Changed Since Last Report) N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) 2016 Executive MIC. On March 1, 2016, the Compensation and Leadership Committee of the Board of Directors of ACI Worldwide, Inc. (the “Company”) approved the 2016 Executive Management Incentive Compensation plan (the “2016 Executive MIC”) for the Company’s executives, including the executives who were listed as named executive officers in the Company’s proxy statement for its 2015 annual stockholders’ meeting. The 2016 Executive MIC, including the 2016 short-term incentive goals (the “2016 Executive MIC Goals”), was established pursuant to and in accordance with the Executive Management Incentive Compensation Plan adopted by the Company’s stockholders at the Company’s 2013 annual stockholders’ meeting.
The objective of the 2016 Executive MIC is to incent executives to achieve or exceed the Company’s financial and performance goals for the Company’s fiscal year commencing January 1, 2016 (the “MIC Performance Period”). MIC bonus amounts are determined based upon the achievement of three categories of performance metrics: (1) funding metrics, (2) individual MBOs including operational excellence, and (3) business unit performance metrics. A 2016 Executive MIC bonus may be more or less than 100% (up to a maximum of 200%) of its target level depending upon the percentage attainment of the performance metrics in the executive’s plan. Performance attainment less than the threshold level indicated yields zero payout for that metric.
The funding metrics consist of the two consolidated Company financial metrics set forth in the table below. The total funded incentive pool available for payout to executives will be calculated based upon the achievement of these two metrics.
| Company Performance Metric |
Metric Weighting |
Attainment Percentage |
Payout Percentage |
|||||||||
| Adjusted EBITDA |
66 | % | 85 | % | 40 | % | ||||||
| 100 | % | 100 | % | |||||||||
| 107.5 | % | 200 | % | |||||||||
| Revenue |
34 | % | 90 | % | 40 | % | ||||||
| 100 | % | 100 | % | |||||||||
| 105 | % | 200 | % | |||||||||
Certain executives have individualized MIC plans comprised solely of the funding metrics above and individual MBOs. Other executives have individualized MIC plans comprised of one or more business unit performance metrics and individual MBOs.
Distribution of the funded incentive pool to executives depends upon each executive’s performance against his or her individual MIC plan metrics. In no event will the aggregate 2016 Executive MIC bonuses paid to all plan participants exceed the amount of the funded incentive pool.
In order to be entitled to any payment under the 2016 Executive MIC, the executive must be an employee of the Company on the date of payment, except to the extent otherwise provided by the Company. If the executive’s employment with the Company is terminated for any reason prior to the payment date, the executive will not be eligible for a MIC bonus for the MIC Performance Period, and the executive will forfeit all rights to such payment except to the extent otherwise provided by the Company.
The Company reserves the right at any time during the MIC Performance Period to: (1) amend or terminate the 2016 Executive MIC in whole or in part, (2) revoke any eligible executive’s right to participate in the 2016 Executive MIC and (3) make adjustments to targets and payouts subject to the terms of the 2016 Executive MIC.
| Item 7.01 | Regulation FD Disclosure. |
On March 3, 2016, the Company issued a press release announcing that the Company closed the previously announced sale to Fiserv, Inc. of the Company’s Community Financial Services business. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report and is incorporated herein by reference into this Item 7.01. The foregoing information (including Exhibit 99.1 hereto) is being furnished and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as will be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release, dated March 3, 2016 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ACI WORLDWIDE, INC. | ||||||
| Dated: March 7, 2016 | By: | /s/ Dennis P. Byrnes | ||||
| Dennis P. Byrnes | ||||||
| Executive Vice President | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated March 3, 2016 | |
Exhibit 99.1
ACI Worldwide Completes Sale of Community Financial Services Business to Fiserv
NAPLES, FLA—March 3, 2016—ACI Worldwide (NASDAQ: ACIW), a leading global provider of real-time electronic payment and banking solutions, today announced that it has completed the sale of its Community Financial Services (CFS) business to Fiserv (NASDAQ: FISV). The transaction includes employees and customer contracts as well as technology assets and intellectual property.
“The sale of CFS allows us to bring deeper focus on key strategic areas, aligning investments, resources and energy on ACI’s strategic products and new high-growth initiatives,” said Phil Heasley, president and CEO, ACI Worldwide. “This move is part of our strategy to expand our position as a leading provider of software products and SaaS-based solutions facilitating real-time electronic and eCommerce payments for large financial institutions and intermediaries, retailers and billers worldwide.”
Forward-Looking Statements
This press release contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. Generally, forward-looking statements do not relate strictly to historical or current facts and may include words or phrases such as “believes,” “will,” “expects,” “anticipates,” “intends,” and words and phrases of similar impact. The forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
About ACI Worldwide
ACI Worldwide, the Universal Payments (UP) company, powers electronic payments for more than 5,000 organizations around the world. More than 1,000 of the largest financial institutions and intermediaries as well as 300 of the leading global retailers rely on ACI to execute $14 trillion each day in payments. In addition, thousands of organizations utilize our electronic bill presentment and payment services. Through our comprehensive suite of software and SaaS-based solutions, we deliver real-time, any-to-any payments capabilities and enable the industry’s most complete omni-channel payments experience. To learn more about ACI, please visit www.aciworldwide.com. You can also find us on Twitter @ACI_Worldwide.
Investor Contact:
John Kraft
E-mail: john.kraft@aciworldwide.com
Phone: 239-403-4627
Media Contact:
Dan Ring
E-mail: dan.ring@aciworldwide.com
Phone: 781-370-3600
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© Copyright ACI Worldwide, Inc. 2016.
ACI, ACI Payment Systems, the ACI logo and all ACI product names are trademarks or registered trademarks of ACI Worldwide, Inc., or one of its subsidiaries, in the United States, other countries or both. Other parties’ trademarks referenced are the property of their respective owners.
Product roadmaps are for informational purposes only and may not be incorporated into a contract or agreement. The development release and timing of future product releases remains at ACI’s sole discretion. ACI is providing the following information in accordance with ACI’s standard product communication policies. Any resulting features, functionality, and enhancements or timing of release of such features, functionality, and enhancements are at the sole discretion of ACI and may be modified without notice. All product roadmap or other similar information does not represent a commitment to deliver any material, code, or functionality, and should not be relied upon in making a purchasing decision.
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