Item 3. Incorporation of Documents by Reference.
The following documents and information previously filed by Acxiom Corporation ("Acxiom," or the "Registrant") with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act") are hereby incorporated by reference in this registration statement. However, Acxiom does not incorporate by reference those items which were "filed" for purposes of Section 8 of the Exchange Act or incorporated by reference in any filing under the Securities Act.
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Acxiom's Annual Report on Form 10-K for the fiscal year ended March 31, 2016, filed with the Commission on May 27, 2016.
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Acxiom's quarterly reports on Form 10-Q for the period ended June 30, 2016, filed with the Commission on August 5, 2016, and the period ended September 30, 2016, filed with the Commission on November 8, 2016.
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Acxiom's current reports on Form 8-K, filed with the Commission on August 4, 2016, August 15, 2016 and November 23, 2016.
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The description of Acxiom's common stock contained in its registration statement on Form 8-A of CCX Network, Inc. (now known as Acxiom) dated February 4, 1985, and any amendment or report filed with the Commission for the purpose of updating such description.
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All documents filed by Acxiom pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.
Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated by reference herein, modified or supersedes such statement. Except as so modified or superseded, such statement shall not be deemed to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is a Delaware corporation. Section 102(b)(7) of the Delaware General Corporation Law (the
"DGCL"
) enables a corporation to eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of the director
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s fiduciary duty, except:
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for any breach of the director
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s duty of loyalty to the corporation or its stockholders;
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for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
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pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions); or
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for any transaction from which the director derived an improper personal benefit.
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In accordance with Section 102(b)(7) of the DGCL, the Company
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s Amended and Restated Certificate of Incorporation includes a provision eliminating, to the fullest extent permitted by the DGCL, the liability of the Company
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s directors to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director.
Section 145(a) of the DGCL empowers a corporation to indemnify any present or former director, officer, employee or agent of the corporation, or any individual serving at the corporation
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s request as a director, officer, employee or agent of another organization, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), against expenses (including attorneys
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fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding provided that such director, officer, employee or agent acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, provided further that such director, officer, employee or agent had no reasonable cause to believe his or her conduct was unlawful. The DGCL provides that the indemnification described above shall not be deemed exclusive of any other indemnification that may be granted by a corporation pursuant to its by-laws, disinterested directors
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vote, stockholders
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vote, agreement or otherwise.
The DGCL also provides corporations with the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in a similar capacity for another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability as described above.
In accordance with Section 145(a) of the DGCL, the Company
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s Amended and Restated Certificate of Incorporation provides for indemnification of directors and officers of the Company against liability they may incur in their capacities as such and to the extent authorized by Delaware corporate law.
Pursuant to the Company
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s Amended and Restated Bylaws, the Company may maintain directors
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and officers
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insurance on behalf of the directors and officers of the Company and those serving at the request of the Company as a director, officer, employee or agent of another enterprise, against liability asserted against such persons in such capacity whether or not such directors or officers have the right to indemnification pursuant to Delaware law. The Company currently has in effect directors
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and officers
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liability insurance and fiduciary liability insurance.
In addition, the Company has entered into separate indemnification agreements with certain of its current and former directors and executive officers. The indemnification agreements provide generally that the Company will indemnify and advance expenses to the fullest extent permitted by applicable law. Each director and executive officer party to an indemnification agreement is entitled to be indemnified against all expenses, judgments, penalties and amounts paid in settlement actually and reasonably incurred.
Item 7. Exemption from Registration Claimed.
Not applicable.