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 5, 2024 (June 4, 2024)
Commission File Number 0-25346
ACI WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 47-0772104 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
| 6060 Coventry Drive | Elkhorn, | Nebraska |
| 68022 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(402) 390-7600
(Registrant's telephone number, including area code)
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.005 par value | | ACIW | | Nasdaq Global Select Market |
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 5.07. Submission of Matters to a Vote of Security Holders.
ACI Worldwide, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on June 4, 2024. At the Annual Meeting, the stockholders voted on the following three proposals which are further described in the 2024 Proxy Statement.
Proposal 1: The stockholders elected each of the following eight nominees to the Board of Directors to hold office until the 2025 Annual Meeting of Stockholders.
| | | | | | | | | | | | | | |
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Adalio T. Sanchez | 85,304,699 | 11,581,416.35 | 56,098 | 3,439,146 |
| Juan A. Benitez | 96,255,383 | 632,132.35 | 54,698 | 3,439,146 |
| Janet O. Estep | 95,873,269.35 | 1,014,209 | 54,735 | 3,439,146 |
| Mary P. Harman | 91,726,761.35 | 5,148,711 | 66,741 | 3,439,146 |
| Katrinka B. McCallum | 96,225,275.35 | 650,370 | 66,568 | 3,439,146 |
| Charles E. Peters, Jr. | 95,838,783 | 1,048,440.35 | 54,990 | 3,439,146 |
| Thomas W. Warsop III | 96,140,138 | 746,705.35 | 55,370 | 3,439,146 |
| Samir M. Zabaneh | 94,221,181 | 2,652,221.35 | 68,811 | 3,439,146 |
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, 2024.
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 98,832,157 | 1,473,608.35 | 75,594 | 0 |
Proposal 3: The stockholders approved, on an advisory basis, the named executive compensation as described in the 2024 Proxy Statement.
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 89,058,811 | 7,818,851.35 | 64,551 | 3,439,146 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this report on Form 8-K:
| | | | | | | | |
| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 thereunto duly authorized.
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| ACI WORLDWIDE, INC. (Registrant) |
| | |
| Date: June 5, 2024 | By: | /s/ DENNIS P. BYRNES |
| | Dennis P. Byrnes |
| | Executive Vice President and General Counsel |
