Current Report Filing (8-k)
March 08 2019 - 4:03PM
Edgar (US Regulatory)
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 8, 2019 (March 4, 2019)
ACI WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-25346
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47-0772104
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3520 Kraft Rd, Suite 300
Naples, FL 34105
(Address
of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (239)
403-4600
N/A
(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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On March 4, 2019, the Compensation and Leadership Development Committee (the
Compensation Committee
) of ACI Worldwide, Inc.s (the
Company
) Board of Directors granted awards of relative TSR performance shares (
rTSR Performance Share Awards
) and restricted share
units (
RSUs
) as part of the 2019 long-term incentive plan (the
2019 LTIP
). Seventy-five percent of the grant date value of the Chief Executive Officers awards are in the form of rTSR Performance Share
Awards and twenty-five percent of the grant date value of his awards are in the form of service-vesting RSUs. For each of the other following Named Executive Officers, fifty percent of the grant date value of their awards are in the form of rTSR
Performance Share Awards and fifty percent of the grant date value of their awards are in the form of service-vesting RSUs. The RSUs and rTSR Performance Share Awards were awarded under the applicable award agreements, which are filed as Exhibits
10.1, 10.2, 10.3 and 10.4 to this Current Report on Form
8-K
and incorporated herein by reference.
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Number
of RSUs
(assumes 100%
attainment of
performance
goals)
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Grant Date
Value of
Targeted rTSR
Performance
Share Awards
(assumes 100%
attainment of
performance
goals)
1
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Philip G. Heasley, President and Chief Executive Officer
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52,540
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$
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5,212,500
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Scott W. Behrens, Senior Executive Vice President, Chief Financial Officer and Chief Accounting Officer
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33,263
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$
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1,100,000
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Craig S. Saks, Chief Operating Officer
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31,751
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$
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1,050,000
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Daniel Frate, Senior Executive Vice President and Group President, ACI
On-Demand
P&L
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25,703
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$
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850,000
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Carolyn Homberger, Senior Executive Vice President and Group President, ACI Global Sales
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22,679
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$
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750,000
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Craig A. Maki, Executive Vice President, Chief Development Officer and Treasurer
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11,340
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$
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375,000
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Dennis P. Byrnes, Executive Vice President, Chief Administrative Officer, General Counsel and Secretary
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19,655
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$
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650,000
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1
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The value of an rTSR Performance Share Award is based on a Monte-Carlo simulation model and such value is not
available as of the date of this Current Report. The number
of on-target rTSR
Performance Share Awards awarded is determined by dividing the grant-date value denoted in the table by the value of an
rTSR Performance Share Award.
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rTSR Performance Share Awards under the 2019 LTIP are earned, if at all, based upon the relative performance
of the trading price per share of the Companys stock, over the three-year period of January 1, 2019 to December 31, 2021, against the S&P
400 Mid-Cap Index.
Grantees will earn
rTSR Performance Share Awards, if at all, based on a performance matrix that provides 50% of
the on-target rTSR
Performance Share Awards are earned for performance at the 25
th
percentile against the S&P 400
Mid-Cap
Index, 95% of
on-target
value for performance at the 50
th
percentile, 100% of
the on-target value
for performance at the 55
th
percentile and
200% of
on-target
value at the 75
th
percentile against the S&P 400
Mid-Cap
Index.
The RSUs and nonqualified stock options vest in three equal installments on the first, second and third anniversary of the grant date, subject to the
recipient being employed with the Company on the vesting date.
rTSR Performance Share Awards and RSUs granted to the Chief Executive Officer will
continue to vest upon the Chief Executive Officers retirement, which means the termination of the Chief Executive Officers employment with the Company, other than for cause or due to his death or disability, on or after the date on which
the Chief Executive Officer has attained at least age 65 and completed at least 10 years of service with the Company; provided, that the Chief Executive Officer provides at least six months advance written notice to the Board of his intent to
retire prior to the date of his termination of employment with the Company. As of the date of this Current Report, the Chief Executive Officer has met the age and service conditions for continued vesting upon his retirement.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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.
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ACI WORLDWIDE, INC.
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By:
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/s/ David Kuhl
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Name:
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David Kuhl
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Title:
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Executive Vice President, Chief Human Resources Officer
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Date: March 8, 2019
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