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): June 20, 2017 (June 14, 2017)
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its 2017 Annual Meeting of Stockholders on June 14, 2017. At the Annual Meeting, the stockholders voted on the following four proposals which are further described in the 2017 Proxy Statement.
Proposal 1: The stockholders elected each of the following ten nominees to the Board of Directors to hold office until the 2018 Annual Meeting of Stockholders.
| Nominee | Votes For | Votes Withheld/Abstentions | Broker Non-Votes | |||||||||
| Janet O. Estep |
101,513,329 | 7,696,541 | 3,365,966 | |||||||||
| James C. Hale |
106,528,246 | 2,681,624 | 3,365,966 | |||||||||
| Philip G. Heasley |
108,812,651 | 397,129 | 3,365,966 | |||||||||
| James C. McGroddy |
107,976,429 | 1,233,441 | 3,365,966 | |||||||||
| Charles E. Peters, Jr. |
101,534,566 | 7,675,304 | 3,365,966 | |||||||||
| David A. Poe |
108,801,185 | 408,685 | 3,365,966 | |||||||||
| Adalio T. Sanchez |
107,426,929 | 1,782,941 | 3,365,966 | |||||||||
| John M. Shay, Jr. |
108,289,873 | 919,997 | 3,365,966 | |||||||||
| Jan H. Suwinski |
100,067,715 | 9,142,155 | 3,365,966 | |||||||||
| Thomas W. Warsop III |
100,161,636 | 9,048,234 | 3,365,966 | |||||||||
Proposal 2: The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.
| Votes For | Votes Against | Abstentions | ||
| 111,049,969 |
1,460,862 | 65,005 |
Proposal 3: The stockholders approved, on an advisory basis, the executive compensation as described in the 2017 Proxy Statement.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 67,706,917 |
40,656,612 | 846,342 | 3,365,965 |
Proposal 4: The stockholders approved, on an advisory basis, “annual” for the frequency of future advisory votes on executive compensation.
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||
| 95,978,910 |
124,923 | 13,024,682 | 81,355 | 3,365,966 |
Proposal 5: The stockholders approved the ACI Worldwide, Inc. 2017 Employee Stock Purchase Plan.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 108,022,576 |
1,051,560 | 135,735 | 3,365,965 |
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: June 20, 2017 | By: | /s/ Dennis P. Byrnes | ||
| Dennis P. Byrnes | ||||
| Executive Vice President | ||||