ACIW ACI Worldwide Inc

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard Charlie II LLC, Starboard X Master, and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein.

The aggregate purchase price of the 4,617,648 Shares beneficially owned by Starboard V&O Fund is approximately $125,394,128, excluding brokerage commissions. The aggregate purchase price of the 839,023 Shares beneficially owned by Starboard S LLC is approximately $22,744,681, excluding brokerage commissions. The aggregate purchase price of the 501,766 Shares beneficially owned by Starboard C LP is approximately $13,609,196, excluding brokerage commissions. The aggregate purchase price of the 393,437 Shares beneficially owned by Starboard L Master is approximately $10,723,167, excluding brokerage commissions. The aggregate purchase price of the 364,299 Shares beneficially owned by Starboard Charlie II LLC is approximately $11,066,564, excluding brokerage commissions. The aggregate purchase price of the 839,157 Shares beneficially owned by Starboard X Master is approximately $24,466,122, excluding brokerage commissions. The aggregate purchase price of the 1,432,156 Shares held in the Starboard Value LP Account is approximately $40,307,635, excluding brokerage commissions.

Item 4 is hereby amended to add the following:

On February 24, 2021, Starboard Value LP and certain of its affiliates (collectively, “Starboard”) entered into an agreement with the Issuer (the “Agreement”) regarding the composition of the Issuer’s Board of Directors (the “Board”), and certain other matters. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Pursuant to the terms of the Agreement, the Issuer agreed (i) to increase the size of the Board from ten (10) directors to twelve (12) directors and appoint two (2) new independent directors to be selected from the list of independent director candidates agreed to between the Issuer and Starboard (each a “New Independent Director” and collectively, the “New Independent Directors”); (ii) to include each such newly appointed New Independent Director in the Issuer’s slate of recommended nominees standing for election at the 2021 annual meeting of stockholders of the Issuer (the “2021 Annual Meeting”) and recommend, support and solicit proxies for the election of the New Independent Directors at the 2021 Annual Meeting in the same manner as for the Issuer’s other nominees at the 2021 Annual Meeting; (iii) that two (2) incumbent members of the Board shall not stand for re-election as directors at the 2021 Annual Meeting such that upon the conclusion of the 2021 Annual Meeting the size of the Board will be set at ten (10) directors; (iv) that during the Standstill Period (as defined below), Thomas Cusack shall be an observer to the Board and shall have the right to attend and participate, but not vote, at all meetings of the Board held during the Standstill Period. The Issuer further agreed that until the expiration of the Standstill Period, the Board shall not increase the size of the Board to more than ten (10) directors without Starboard’s prior written consent.

The Agreement also provides that if any New Independent Director (or any replacement director) ceases to be a director for any reason prior to the end of the Standstill Period and at such time Starboard beneficially owns in the aggregate at least the lesser of three percent (3.0%) of the Issuer’s then outstanding Shares and 3,502,845 Shares, then Starboard has the ability to recommend a substitute person to serve on the Board who meets certain independence and experience criteria, in accordance with the terms of the Agreement.

Pursuant to the terms of the Agreement, Starboard agreed, among other things, that Starboard shall appear in person or by proxy at the 2021 Annual Meeting and vote all of the Shares beneficially owned by Starboard at the 2021 Annual Meeting (i) in favor of all of the directors nominated by the Board for election, (ii) in favor of the ratification of the appointment of Deloitte & Touche LLP as the Issuer’s independent registered public accounting firm for the fiscal year ending December 31, 2021, (iii) in accordance with the Board’s recommendation with respect to the Issuer’s “say-on-pay” proposal and (iv) in accordance with the Board’s recommendation with respect to any other Issuer proposal or stockholder proposal presented at the 2021 Annual Meeting; provided, however, that in the event that Institutional Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommends otherwise with respect to the Issuer’s “say-on-pay” proposal or any other Issuer proposal or shareholder proposal presented at the 2021 Annual Meeting (other than proposals relating to the election or removal of directors), Starboard shall be permitted to vote in accordance with the ISS or Glass Lewis recommendation.

Starboard also agreed to certain customary standstill provisions, effective as of the date of the Agreement through the earlier of (x) the date that is fifteen (15) business days prior to the deadline for the submission of stockholder nominations for the Issuer’s 2022 annual meeting of stockholders and (y) the date that is ninety (90) days prior to the first anniversary of the 2021 Annual Meeting (the “Standstill Period”), prohibiting it from, among other things: (i) soliciting proxies or consents with respect to securities of the Issuer; (ii) entering into a voting agreement or forming, joining or participating in a “group” with other stockholders of the Issuer, other than certain affiliates of Starboard; (iii) depositing any Shares in any voting trust or subjecting any Shares to any arrangement or agreement with respect to the voting of any Shares, other than any such voting trust, arrangement or agreement solely among the members of Starboard and otherwise in accordance with the Agreement; (iv) seeking, submitting or encouraging any person to submit nominees in furtherance of a contested solicitation for the appointment, election or removal of directors; (v) submitting any proposal for consideration by stockholders of the Issuer at any annual or special meeting of stockholders, soliciting a third party to make an acquisition proposal, publicly commenting on any third-party acquisition proposal or calling or seeking a special meeting of stockholders or act by written consent; (vi) seeking, alone or in concert with others, representation on the Board other than as described in the Agreement; or (vii) advising, encouraging, supporting, or influencing any person with respect to the voting or disposition of the Shares.

The Issuer and Starboard also made certain customary representations, agreed to mutual non-disparagement provisions and agreed to jointly issue a press release announcing certain terms of the Agreement.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 117,142,557 Shares outstanding, as of February 22, 2021, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2021.

Percentage: Approximately 3.9%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

Percentage: Approximately 7.7%

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Item 6 is hereby amended to add the following:

On February 24, 2021, Starboard and the Issuer entered into the Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 25, 2021

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

STARBOARD VALUE AND OPPORTUNITY C LP

STARBOARD VALUE AND OPPORTUNITY S LLC

¹ Represents an internal transfer of Shares to Starboard X Master Fund Ltd.

STARBOARD LEADERS CHARLIE II LLC

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

STARBOARD X MASTER FUND LTD

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

² Represents an internal transfer of Shares from Starboard Value and Opportunity Master Fund Ltd.