UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 31, 2018
ACXIOM CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-13163 | 71-0581897 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
301 E. Dave Ward Drive
Conway, AR 72032
(Address of principal executive offices, including zip code)
(501) 342-1000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Acxiom Corporation (the “Company”) previously announced on February 6, 2018 that the Company is seeking strategic alternatives for Acxiom Marketing Solutions, including a potential sale of that business (the “Potential Transaction”). In connection with the exploration of a Potential Transaction, on March 31, 2018, the Compensation Committee of the Board of Directors (the “Board”) approved an incentive plan for certain senior employees of the Company, including Richard E. Erwin and Dennis D. Self. Pursuant to the incentive plan, Messrs. Erwin and Self may be eligible for a contingent and discretionary bonus in the event of a sale of Acxiom Marketing Solutions in addition to their otherwise normal compensation arrangements. The incentive plan requires Messrs. Erwin and Self to respectively continue to be employed in their current positions by a buyer for a period of six months (unless involuntarily terminated by the buyer). Payment of such bonus will be made over a period of up to twelve months after a closing.
| Item 8.01 | Other Events |
On April 2, 2018, the Company announced that the Board amended the terms of the Company’s existing share repurchase program (the “Repurchase Program”) which was initially adopted by the Board on August 29, 2011, and subsequently amended on December 5, 2011, May 24, 2012, February 5, 2013, November 12, 2013, November 12, 2014, May 11, 2015 and July 28, 2016, so as to (i) authorize an additional $100 million in repurchases, thereby making the total amount authorized for repurchase $500 million, and (ii) extend the term of the Repurchase Program through December 31, 2019. Under the Repurchase Program, repurchases may be made at management’s discretion from time to time in the open market pursuant to Rule 10b-18 of the Securities Exchange Act of 1934, as amended, in privately negotiated transactions or by other means (including Rule 10b5-1 trading plans).
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release of Company dated April 2, 2018 |
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.
| ACXIOM CORPORATION | ||
| By: | /s/ Jerry C. Jones | |
| Jerry C. Jones Chief Ethics and Legal Officer, Executive Vice President and Assistant Secretary | ||
Date: April 5, 2018
Exhibit 99.1
ACXIOM EXPANDS SHARE REPURCHASE PROGRAM
4/2/2018
CONWAY, Ark.—(Business Wire)—Acxiom® (NASDAQ: ACXM), the data foundation for the world’s best marketers, today announced that its Board of Directors has voted to increase the share repurchase authorization by $100 million to $500 million and extend the duration of the program through December 31, 2019.
“Acxiom has a long track record of returning value to shareholders,” said Acxiom CFO Warren Jenson. “We are pleased to expand our share repurchase program, as it reflects our continued confidence in the strength of our business and growth outlook.”
Since inception of the share repurchase program in August 2011, Acxiom has repurchased 20.4 million shares for approximately $380 million, including 2.0 million shares for approximately $55 million since December 31, 2017. The Company now has approximately $120 million remaining capacity for future purchases of common stock under the authorization.
Shares will be repurchased in the open market at times and amounts considered appropriate by the Company based on factors including price and market conditions. Additionally, purchases may be made under Rule 10b5-1 of the Securities Exchange Act of 1934. The repurchase program may be suspended, discontinued or resumed at any time.
About Acxiom
Acxiom provides the data foundation for the world’s best marketers. We enable people-based marketing everywhere through a simple, open approach to connecting systems and data that drives seamless customer experiences and higher ROI. A leader in identity and ethical data use for more than 48 years, Acxiom helps thousands of clients and partners around the globe work together to create a world where all marketing is relevant. Acxiom is a registered trademark of Acxiom Corporation. For more information, visit Acxiom.com.
Acxiom, LiveRamp, IdentityLink, InfoBase and all other Acxiom marks contained herein are trademarks or service marks of Acxiom Corporation. All other marks are the property of their respective owners.
Contacts
Acxiom Investor Relations
Lauren Dillard, 650-372-2242
investor.relations@acxiom.com
or
Acxiom Public Relations
Meggan Powers, 650-356-3427
meggan.powers@acxiom.com
GACXM