SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _______)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ACXIOM CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy
pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per
Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
ACXIOM CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 24, 1996
(R)
[GRAPHIC OMITTED]
To the Shareholders of Acxiom Corporation:
Notice is hereby given that the Annual Meeting of Shareholders of
Acxiom Corporation will be held at the Company's corporate offices at 301
Industrial Boulevard, Conway, Arkansas on Wednesday, July 24, 1996, at 10:00
a.m. for the following purposes:
1. To elect three directors of the Company.
2. To consider and act upon a proposal to amend the Company's
Certificate of Incorporation to increase the number of authorized shares of
Common Stock, $.10 par value per share, from 60,000,000 to 200,000,000.
3. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
Only shareholders of record at the close of business on June 3, 1996,
will be entitled to notice of, and to vote at, the meeting.
You are cordially invited to the meeting. WE ASK THAT YOU SIGN AND
RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. A POSTAGE PAID ENVELOPE
IS ENCLOSED FOR YOUR CONVENIENCE IN RETURNING YOUR PROXY. IF YOU ATTEND THE
MEETING, YOU MAY VOTE IN PERSON EVEN IF YOU HAVE PREVIOUSLY MAILED A PROXY CARD.
By Order of the Board of Directors
Catherine L. Hughes
Secretary
Conway, Arkansas
June 7, 1996
YOUR VOTE IS IMPORTANT!
PLEASE SIGN AND RETURN THE ACCOMPANYING PROXY.
<PAGE>
ACXIOM CORPORATION
PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 24, 1996
This Proxy Statement is furnished in connection with the solicitation
of Proxies for use at the Annual Meeting of Shareholders to be held at the
Company's corporate offices at 301 Industrial Boulevard, Conway, Arkansas on
Wednesday, July 24, 1996, at 10:00 a.m., or any adjournment or adjournments
thereof, and is solicited on behalf of the Board of Directors of the Company.
The Company's address is P.O. Box 2000, 301 Industrial Boulevard, Conway,
Arkansas 72033-2000, and its telephone number is (501) 336-1000. This Proxy
material is first being mailed to shareholders on June 7, 1996. Only
shareholders of record at the close of business on June 3, 1996, are entitled to
notice of, and to vote at, the meeting.
Any shareholder giving a Proxy has the power to revoke it at any time
before its exercise. A Proxy may be revoked by filing with the Secretary of the
Company a written revocation or a duly executed Proxy bearing a later date.
Proxies solicited herein will be voted in accordance with any directions
contained therein, unless the Proxy is received in such form or at such time as
to render it ineligible to vote, or unless properly revoked. If no choice is
specified, the shares will be voted "FOR" each matter being acted upon.
If matters of business other than those described in the Proxy properly
come before the meeting, the persons named in the Proxy will vote in accordance
with their best judgment on such matters. The Proxies solicited herein shall not
confer any authority to vote at any meeting of shareholders other than the
meeting to be held on July 24, 1996, or any adjournment or adjournments thereof.
The cost of soliciting these Proxies will be borne by the Company. In
addition to solicitation by mail, the Company may make arrangements with
brokerage houses and other custodians, nominees and fiduciaries to forward
Proxies and Proxy material to their principals and may reimburse them for their
expenses in doing so.
OUTSTANDING STOCK, VOTING RIGHTS AND
VOTE REQUIRED FOR APPROVAL
The Company's Common Stock, $.10 par value per share ("Common Stock"),
issued and outstanding as of May 17, 1996, totaled 25,392,078 shares. Each
shareholder is entitled to one vote for each share of stock owned of record at
the close of business on June 3, 1996. The stock transfer books of the Company
will not be closed.
In order to be elected as a Director of the Company, each nominee must
receive the favorable vote of a majority of the votes cast at the meeting for
that position. Cumulative voting for directors is not permitted. The proposal to
amend the Company's Certificate of Incorporation will be adopted if approved by
the holders of a majority of the outstanding shares of Common Stock and will
become effective upon the filing of a Certificate of Amendment with the Delaware
Secretary of State. Shares held by a broker that has indicated that it does not
have discretionary authority to vote on a particular matter will not be counted
as a vote in favor of the proposal to amend the Company's Certificate of
Incorporation. In addition, abstentions will not be counted as a vote in favor
of the proposal to amend the Company's Certificate of Incorporation.
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of May 17, 1996, the only
shareholders known to the Company to own more than five percent (5%) of the
Company's Common Stock:
<TABLE>
<CAPTION>
Number of Shares
of Common Stock Percent of
Name and Address of Beneficial Owner Beneficially Owned Outstanding Shares
<S> <C> <C>
Trans Union Corporation . . . . . . . 3,715,500<F1> 13.7%<F1>
555 West Adams Street
Chicago, IL 60661
Charles D. Morgan, Jr. . . . . . . . 3,204,585<F2> 12.6%
P.O. Box 2000
Conway, AR 72033-2000
William Blair & Company . . . . . . . 1,511,000<F3> 5.9%
222 West Adams Street
Chicago, IL 60606
<FN>
<F1> Includes 960,000 shares acquired by Trans Union Corporation ("Trans
Union") on August 31, 1992; approximately 1,755,000 shares subject to a
currently exercisable warrant ("Warrant") issued to Trans Union on
August 31, 1992; 1,000,000 shares acquired by Marmon Industrial
Corporation ("MIC"), the indirect owner of all of Trans Union's common
stock, on November 22, 1994; and 500 shares transferred by Harry C.
Gambill, Chief Executive Officer and President of Trans Union. Under
the terms of the Warrant, Trans Union has the right to purchase up to
2,000,000 shares of Common Stock, at exercise prices ranging from
$5.625 to $7.125 per share; however, the total number of actual shares
held by Trans Union (excluding the 1,000,000 shares held by MIC and any
shares acquired by Trans Union on the open market) may not exceed 10%
of the Company's then issued and outstanding shares. Including the
shares which may presently be acquired by Trans Union under the
Warrant, but excluding the shares transferred to Trans Union from Mr.
Gambill, Trans Union beneficially owns approximately 2,715,000 shares,
which would be 10% of the Company's then issued and outstanding Common
Stock following issuance of the Warrant shares. MIC beneficially owns
3.9% of the Company's currently issued and outstanding Common Stock.
See "Certain Transactions," below.
<F2> Includes 71,304 shares subject to currently exercisable options.
<F3> Based on information contained in a Schedule 13G filed with the
Securities and Exchange Commission.
<PAGE>
</FN>
</TABLE>
EQUITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information, as of May 17, 1996,
regarding the beneficial ownership of the Company's Common Stock by its
directors, nominees for election as directors, named executive officers in the
Summary Compensation Table, and directors and executive officers, as a group.
<TABLE>
<CAPTION>
Number of Shares
of Common Stock Percent of
Name of Beneficial Owner Beneficially Owned Outstanding Shares
<S> <C> <C>
Dr. Ann H. Die . . . . . . . . 4,020 *
C. Alex Dietz . . . . . . . . 187,878<F1> *
William T. Dillard II . . . . 8,500 *
Harry C. Gambill . . . . . . . 0 *
Rodger S. Kline . . . . . . . 884,154<F2> 3.5%
Charles D. Morgan, Jr. . . . 3,204,585<F3> 12.6%
Robert A. Pritzker . . . . . . 0<F4> *
Walter V. Smiley . . . . . . 100,500 *
James T. Womble . . . . . . . 756,771<F5> 3%
Paul Zaffaroni . . . . . . . 103,849<F6> *
All directors, nominees and
executive officers, as a
group (20 persons) . . . . . 7,684,442<F7> 30.3%
* Denotes less than 1%.
<FN>
<F1> Includes 92,679 shares subject to currently exercisable options (7,333
of which are held by his wife) and 1,772 shares held by his wife.
<F2> Includes 64,435 shares subject to currently exercisable options.
<F3> Includes 71,304 shares subject to currently exercisable options.
<F4> See footnote (1) to the table under the heading "Principal
Shareholders" regarding shares of the Company's Common Stock
beneficially owned by Trans Union and MIC. Mr. Pritzker, who is an
officer and director of both corporations, disclaims beneficial
ownership of such shares.
<F5> Includes 41,823 shares subject to currently exercisable options.
<F6> Includes 98,544 shares subject to currently exercisable options.
<F7> Includes 1,225,960 shares subject to currently exercisable options.
</FN>
</TABLE>
<PAGE>
ELECTION OF DIRECTORS
Three persons have been nominated for election as directors at the
Annual Meeting. William T. Dillard II, Harry C. Gambill, and Walter V. Smiley
currently are members of the Board of Directors with terms that expire at the
1996 Annual Meeting. Mr. Dillard, Mr. Gambill and Mr. Smiley are nominated to
serve for terms expiring at the 1999 Annual Meeting. If elected, Mr. Dillard,
Mr. Gambill and Mr. Smiley will serve with the other five Board members:
Rodger S. Kline, Robert A. Pritzker and James T. Womble, whose terms expire
at the 1998 Annual Meeting, and Dr. Ann H. Die and Charles D. Morgan, Jr., whose
terms expire at the 1997 Annual Meeting.
Unless authority is withheld, the persons named on the Proxy will vote
the shares represented thereby for the nominees. While it is not anticipated
that any of the nominees will be unable to serve, the persons named on the Proxy
may, unless authority is withheld, vote for any substitute nominee proposed by
the Board of Directors. In the event of any director's death, disqualification
or inability to serve, the vacancy so arising will be filled by the Board of
Directors.
Nominees and Current Directors
Dr. Ann H. Die, 51, was elected as a director in 1993. She has served as
President of Hendrix College in Conway, Arkansas since 1992. For four years
prior, she served as Dean of the H. Sophie Newcomb Memorial College and
Associate Provost at Tulane University and served as Chair of the Newcomb
Foundation Board of Trustees. Prior to joining Tulane, she was Assistant to
the Executive Vice President for Academic and Student Affairs at Lamar
University. Dr. Die graduated summa cum laude from Lamar University,
earned a master's degree from the University of Houston and a Ph.D. in
Counseling Psychology from Texas A&M University.
William T. Dillard II, 51, was elected as a director in 1988. He has served
since 1968 as a member of the Board of Directors and since 1977 as President and
Chief Operating Officer of Dillard Department Stores, Inc. of Little Rock,
Arkansas, a regional chain of traditional department stores with 238 retail
outlets in 23 states in the Southeast, Southwest and Midwest areas of the United
States. In addition to Dillard Department Stores, Inc., Mr. Dillard is also a
director of Barnes & Noble, Inc., Simon Property Group, Inc. and Texas Commerce
Bancshares. He holds a master's degree in business administration from Harvard
University and a bachelor's degree in the same field from the University of
Arkansas.
Harry C. Gambill, 50, was appointed to fill a vacancy on the Company's Board of
Directors in 1992 and was elected as a director in 1993. He is a director and
has held the positions of Chief Executive Officer and President of Trans Union
Corporation, a company engaged in the business of providing consumer credit
reporting services, since April 1992. Mr. Gambill joined Trans Union in 1985 as
Vice President/General Manager of the Chicago Division. In 1987 he was named
Central Region Vice President. In 1990 he was named President of TransAction,
and assumed the added title of President of TransMark in 1991. Mr. Gambill is
also a director of Associated Credit Bureaus and the International Credit
Association. He holds degrees in business administration and economics from
Arkansas State University. See "Principal Shareholders" and "Certain
Transactions."
Rodger S. Kline, 53, joined the Company in 1973. Since 1975 he has been
Executive Vice President and a director. In 1988 he assumed the additional
responsibilities of Treasurer and Chief Information Officer. In 1991 Mr.
Kline was named Chief Operating Officer, Executive Vice President and
Treasurer. Prior to joining the Company, Mr. Kline was employed by IBM
Corporation. Mr. Kline holds an electrical engineering degree from the
University of Arkansas.
Charles D. Morgan, Jr., 53, joined the Company in 1972 and has served as Chief
Executive Officer and Chairman of the Board of Directors since 1975. In 1991 he
assumed the additional title of President. He was employed by IBM Corporation
prior to joining the Company. Mr. Morgan holds a mechanical engineering degree
from the University of Arkansas.
Robert A. Pritzker, 69, was appointed to fill a newly created position on the
Company's Board of Directors in 1994. Since before 1991, Mr. Pritzker has been a
director and the Chairman of Trans Union Corporation, a company engaged in the
business of providing consumer credit reporting services, a director and the
President of each of Union Tank Car Company, a company principally engaged in
the leasing of railway tank cars and other railcars, and Marmon Holdings, Inc.,
a holding company of diversified manufacturing and services businesses. Mr.
Pritzker is also a director of Hyatt Corporation, a company which owns and
operates domestic and international hotels, and a director and the Chairman of
TIE/communications, Inc., a company principally engaged in the sale,
installation and servicing of telecommunications products, services and
software. Mr. Pritzker holds an industrial engineering degree from the Illinois
Institute of Technology. See "Principal Shareholders" and "Certain
Transactions."
Walter V. Smiley, 58, was elected as a director in 1983. He served from 1968
until 1989 as Chairman of the Board of Directors and from 1968 until 1985 as
Chief Executive Officer of Systematics, Inc., the predecessor of ALLTEL
Information Services, Inc., an Arkansas based company which provides data
processing services to financial institutions throughout the United States and
abroad. Mr. Smiley currently owns and is President of Smiley Investment
Corporation, a consulting and venture capital firm. Mr. Smiley is also a
director of Southern Development Banc Corp. He holds a master's degree in
business administration and a bachelor's degree in industrial management from
the University of Arkansas.
James T. Womble, 53, joined the Company in 1974. In 1975 he was elected Vice
President and a director. In 1982 he was named Executive Vice President.
Prior to joining the Company , Mr. Womble was employed by IBM
Corporation. Mr. Womble holds a degree in civil engineering from the University
of Arkansas.
Directors' Meetings and Committees
The Board of Directors holds quarterly meetings to review significant
developments affecting the Company and to act on matters requiring Board
approval. The Board currently has three standing committees to assist it
in the discharge of its responsibilities: an Audit Committee, a
Compensation Committee and an Executive Committee. The Audit Committee,
composed during the past fiscal year of outside directors Dr. Ann H. Die,
William T. Dillard II, Harry C. Gambill, Robert A. Pritzker and Walter V.
Smiley, reviews the reports of the auditors and has the authority to investigate
the financial and business affairs of the Company. Messrs. Dillard and Smiley
also serve on the Compensation Committee which administers certain of the
Company's employee benefit plans and approves the compensation paid to
executive management. The Executive Committee is responsible for
implementing the policy decisions of the Board. Current members of the
Executive Committee are Messrs. Kline, Morgan and Womble.
During the past fiscal year, the Board met five times, the Audit
Committee met one time and the Compensation Committee met three times. Action
pursuant to unanimous written consent in lieu of a meeting was taken one time by
the Board of Directors and three times by the Executive Committee. All of the
incumbent directors attended at least three-fourths of the aggregate number of
meetings of the Board and of the committees on which they served during the past
fiscal year except for Mr. Pritzker.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
ELECTION AS DIRECTORS OF THE THREE INDIVIDUALS NAMED ABOVE AS NOMINEES AT THIS
YEAR'S ANNUAL MEETING.
<PAGE>
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
The authorized capital stock of the Company presently consists of
60,000,000 shares of Common Stock, $.10 par value per share, and 1,000,000
shares of Preferred Stock, $1.00 par value per share ("Preferred Stock"). The
number of shares of Common Stock outstanding as of May 17, 1996, was 25,392,078.
Allowing for the number of shares of Common Stock outstanding or reserved for
future issuance, only 24,366,674 authorized shares of Common Stock remain freely
available for issuance.
The Board of Directors has determined that the number of unreserved
shares of Common Stock presently available for issuance is not sufficient to
provide for future contingencies and needs of the Company, such as possible
future financings, stock splits, business acquisitions, business combinations,
stock distributions, or other corporate purposes. The Company explores potential
acquisitions on a regular basis and may issue shares of Common Stock in
connection therewith. While the currently authorized shares are sufficient to
provide for the Company's immediate needs, having such authorized shares
available for issuance would give the Company greater flexibility to respond to
future developments and allow Common Stock to be issued without the expense and
delay of a special shareholder's meeting. As of the date on which this Proxy
Statement is being mailed, there are no definite proposals in place with respect
to any material transaction. If there are any potential business combination
transactions which require shareholder approval, such approval will be sought at
the appropriate time.
The Board of Directors has adopted a resolution setting forth a
proposed amendment ("Proposed Amendment") to the second paragraph of Article
FOURTH of the Company's Certificate of Incorporation that would increase the
number of authorized shares of Common Stock. Under the Proposed Amendment, the
authorized shares of Common Stock would be increased to 200,000,000. The
resolution adopted by the Board of Directors which will be presented for
approval by the shareholders at the forthcoming Annual Meeting is set forth
below:
RESOLVED, that the Corporation's Certificate of Incorporation
be amended by changing the first two paragraphs of Article
FOURTH so that, as amended, such paragraphs shall read as
follows:
"FOURTH: AUTHORIZED SHARES. The total number of shares
of stock which the Corporation shall have authority to issue is:
Two hundred million (200,000,000) shares of Common Stock,
ten cents ($.10) Par Value per common share."
The Board of Directors believes that the Proposed Amendment will
provide several long-term advantages to the Company and its shareholders. The
passage of the Proposed Amendment would enable the Company to declare a stock
split and to pursue acquisitions or enter into transactions which the Board of
Directors believes provide the potential for growth and profit. If additional
authorized shares are available, transactions dependent upon the issuance of
additional shares will be less likely to be undermined by delays and
uncertainties occasioned by the need to obtain shareholder authorization to
provide the shares necessary to consummate such transactions. The ability to
issue shares, as the Board of Directors determines from time to time to be in
the Company's best interests, will also permit the Company to avoid the extra
expenses which would be incurred in holding special shareholders meetings solely
to approve an increase in the number of shares which the Company has the
authority to issue.
The additional authorized shares of Common Stock could also be used for
such purposes as raising additional capital for the operations of the Company.
There are currently no plans or arrangements relating to the issuance of any of
the additional shares of Common Stock proposed to be authorized. Such shares
would be available for issuance without further action by the shareholders,
unless required by the Company's Certificate of Incorporation or Bylaws or by
applicable law. Without an increase in authorized Common Stock, the Company may
have to rely on debt, seek alternative financing means, or forgo the investment
opportunity altogether.
In addition, the availability of authorized but unissued shares of
Common Stock could, under certain circumstances, have an anti-takeover effect.
Although the Board of Directors has no present intention of doing so, the
issuance of new shares of Common Stock could be used to dilute certain rights of
a person seeking to obtain control of the Company should the Board of Directors
consider the action of such person not to be in the best interest of the
shareholders of the Company.
In the event additional shares of Common Stock are issued by the
Company, existing holders of shares of Common Stock, with the exception of Trans
Union Corporation, would have no preemptive rights under the Certificate of
Incorporation or otherwise to purchase any of such shares. It is possible that
shares of Common Stock may be issued at a time and under circumstances that may
dilute the voting power of existing shareholders, increase or decrease earnings
per share and increase or decrease the book value per share of shares presently
held.
The Proposed Amendment will be adopted if approved by the holders of a
majority of the outstanding shares of Common Stock and will become effective
upon the filing of a Certificate of Amendment with the Delaware Secretary of
State. No changes will be made in the respective rights and privileges
pertaining to the outstanding shares of Common Stock of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION.
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Cash and Other Compensation
The following table sets forth, for the fiscal years indicated, the
cash and other compensation provided by the Company and its subsidiaries to the
Chief Executive Officer and each of the four most highly compensated executive
officers (the "named executive officers") of the Company in all capacities in
which they served.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
-------------------------
Annual Compensation Awards Payouts
-------------------------- ---------------- -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Securi- All
ties Other
Year Salary Re- Under- Com-
Name and ($) Bonus Other stricted lying LTIP pen-
Principal ($) Annual Stock Options/ Payouts sation
Position Comp- Award(s) SARs(#) ($) ($)
ensation ($)<F2> ($)
($)<F1>
- ------------------ ---- ------- ----- --------- ----- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles D. Morgan, 1996 304,167 --- 84,021 --- 101,163 --- 7,327<F3>
Jr. 1995 279,167 --- 83,203 --- 13,868 --- 3,527
Chairman of the 1994 245,833 --- 75,000 --- --- --- 5,672
Board and
Preaident (Chief
Executive
Officer)
- ------------------ ---- ------- ----- --------- ----- ------- ------- --------
Rodger S. Kline 1996 196,833 --- 54,221 --- 66,301 --- 4,801<F3>
Chief Operating 1995 181,642 --- 54,512 --- 9,246 --- 3,575
Officer, 1994 163,208 --- 50,000 --- --- --- 5,240
Executive Vice
President and
Treasurer
James T. Womble 1996 172,833 --- 47,808 --- 57,118 --- 4,698<F3>
Executive Vice 1995 161,367 --- 34,437 --- 7,122 --- 3,510
President 1994 147,417 --- 38,516 --- --- --- 4,737
Paul Zaffaroni 1996 161,633 --- 36,772 --- 53,632 --- 3,822<F3>
Senior Vice 1995 148,458 --- 46,972 --- 7,512 --- 3,655
President 1994 132,708 --- 40,625 --- --- --- 4,197
C. Alex Dietz 1996 158,467 --- 43,831 --- 52,387 --- 4,562<F3>
Senior Vice 1995 147,958 --- 44,043 --- 7,224 --- 3,634
President and 1994 128,542 --- 39,063 --- --- --- 4,120
Chief
Information
Officer
- --------------------------
<FN>
<F1> This amount represents the named executive officers' at-risk pay
for each fiscal year. See discussion of "At-Risk Base Pay"
below under "Report of Compensation Committee."
<F2> No restricted stock grants were made to the named executive officers
during the last three fiscal years.
<F3> This amount represents the Company's contribution on behalf of each
named executive officer to the Company's 401(k) and SERP Plans.
</FN>
</TABLE>
<PAGE>
Stock Option Grants
The following table sets forth information concerning stock options
granted under the Company's U.S. Stock Option Plan to the named executive
officers.
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
Individual Grants
(a) (b) (c) (d) (e) (h)
Percent of
Total
Options/
Number of SARs
Securities Granted
underlying to
Options/SARs Employees Exercise or Grant Date
Granted in Fiscal Base Price Expiration Present
(#)<F1><F2> Year ($/Sh) Date ($)<F3> Value
Name
<S> <C> <C> <C> <C> <C>
Charles D. Morgan, Jr... 16,572 2.13% $24.81 1/23/06 213,282
22,860 2.93% 37.22 1/23/06 213,284
61,731 7.92% 49.62 1/23/06 426,561
Rodger S. Kline......... 10,861 1.39% 24.81 1/23/06 139,781
14,982 1.92% 37.22 1/23/06 139,782
40,458 5.19% 49.62 1/23/06 279,565
James T. Womble......... 9,357 1.20% 24.81 1/23/06 120,425
12,907 1.66% 37.22 1/23/06 120,422
34,854 4.47% 49.62 1/23/06 240,841
Paul Zaffaroni.......... 8,786 1.13% 24.81 1/23/06 113,076
12,119 1.56% 37.22 1/23/06 113,070
32,727 4.20% 49.62 1/23/06 226,144
C. Alex Dietz........... 8,582 1.10% 24.81 1/23/06 110,450
11,838 1.52% 37.22 1/23/06 110,449
31,967 4.10% 49.62 1/23/06 220,892
<FN>
<F1> The named individuals will not be eligible for additional grants until
fiscal year 1999.
<F2> 11.1% of the options become exercisable on each anniversary date of the
grant date, beginning upon the first anniversary and ending upon the
eighth anniversary. The remaining 11.2% of the options will become
exercisable on the ninth anniversary of the grant date.
<F3> The grant date present value was based on the Black-Scholes option
pricing model, a widely recognized method of valuing options. The
following underlying assumptions were used to derive the present value
of these options: expected volatility of the Company's stock of 6.91%,
based upon the actual monthly volatility for the two years prior to the
grant date; a risk-free rate of return of 5.62%, based on the yield of
the ten year U.S. treasury notes as of the grant date; and exercise of
the option ten years after the grant date. The actual value, if any,
the named executive officers may realize will depend on the excess of
the stock price over the exercise price on the date the option is
exercised; consequently, there is no assurance the value realized by
the named executive officers will be at or near the value estimated by
the Black-Scholes Option Valuation Model.
</FN>
</TABLE>
<PAGE>
Stock Option Exercises and Holdings
The following table sets forth information concerning stock options
exercised during the last fiscal year and stock options held as of the end of
the last fiscal year by the named executive officers.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
<CAPTION>
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Shares Unexercised in-the-Money
Acquired Options/SARs Options/SARs
on Value at Fiscal Year-End at Fiscal Year-End
Exercise Realized (#) ($)
Name (#) ($) Exer- Unexer- Exer- Unexer-
cisable cisable cisable cisable
<S> <C> <C> <C> <C> <C> <C>
Charles D. Morgan, Jr. 0 0 71,304 216,215 955,343 1,509,082
Rodger S. Kline 0 0 64,435 143,002 987,554 1,032,711
James T. Womble 0 0 41,823 126,631 560,697 935,939
Paul Zaffaroni 0 0 98,544 132,632 1,702,839 1,155,183
C. Alex Dietz 0 0 85,346 124,103 1,472,125 1,040,160
</TABLE>
Compensation of Directors
Prior to 1996, each director who was not an officer of the Company
received a $6,000 annual retainer and a $1,500 fee for each meeting he or she
attended. In January 1996, a grant of 500 shares of unregistered Common Stock
per director was substituted for the cast retainers, under the theory that
directors should be encouraged to own stock in the Company. The $1,500 per
meeting fee remains in place. Directors who are officers of the Company do not
receive any additional compensation for their service as directors.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee are William T. Dillard II and
Walter V. Smiley. Except as discussed below, no compensation committee
interlocks exist with respect to the Board's Compensation Committee, nor do any
present or past officers of the Company serve on the Compensation Committee.
William T. Dillard II serves as President and Chief Operating Officer of Dillard
Department Stores, Inc. ("DDS"). On April 19, 1995, the Company executed a
one-year data processing services agreement with DDS. The agreement has been
renewed for an additional one-year term. The agreement requires the Company to
supply certain software, hardware and related services to assist DDS in the
management of its customer marketing database. In consideration for these
services, DDS will pay the Company approximately $625,000 during the current
term of the agreement. See "Certain Transactions," below.
Report of Compensation Committee
Decisions on compensation of the Company's executives are made by the
Compensation Committee of the Board of Directors. The members of the
Compensation Committee are non-employee directors. Set forth below is a report
submitted by William T. Dillard II and Walter V. Smiley in their capacity as the
Board's Compensation Committee addressing the compensation policy for the
Company's executive management group, for the four senior executive officers
named in the tables above and for Mr. Morgan.
Compensation Policies For Executive Officers
The Company's executive compensation program is based on beliefs and
guiding principles designed to align executive compensation with business
strategy, Company values and management initiatives. The program:
* Aligns the executives' interests with the shareholders' and
investors' interests.
* Motivates executives to achieve the highest level of performance.
* Retains key executives by linking executive compensation to Company
performance.
* Attracts the best candidates through competitive, growth-oriented
plans.
The resulting executive compensation program is targeted to provide an
overall level of compensation opportunity that is competitive within the markets
in which the Company competes, as well as within a broader group of companies of
comparable size and complexity. Actual compensation levels may eventually be
greater than or less than the average competitive market levels, based upon the
achievement of the Company, as well as upon individual performance. The
Compensation Committee uses its discretion to set the parameters of the
executive compensation program when, in its judgment, external, internal and/or
individual circumstances warrant it. Increased orientation of executive
compensation policies toward long-term performance has been accompanied by
increased utilization of objective performance criteria. See "Components of
Compensation of Executive Officers" below.
The Compensation Committee also endorses the position that stock
ownership by management and stock-based performance compensation arrangements
are beneficial in aligning management's and shareholders' interests and the
enhancement of shareholder value. Thus, the Committee has also increasingly
utilized these elements in the Company's compensation program for its executive
officers.
Components of Compensation of Executive Officers
Compensation paid to the Company's executive officers in fiscal 1996,
the separate elements of which are discussed below, consisted of the following:
not-at-risk base pay, at-risk base pay, and long-term incentive compensation
granted under the Company's stock option plans. The Compensation Committee's
increasing emphasis on tying pay to long-term performance criteria is reflected
in the composition of target compensation for senior executives: not-at-risk
base pay (40%); at-risk base pay (25%); and long-term incentive compensation
(35%). Due to the fact that the at-risk base pay was only partially funded in
fiscal 1996, the actual components of the senior executives' compensation was as
follows: not-at-risk base pay (47%); at-risk base pay (12%); and long-term
incentive compensation (41%).
Not-At-Risk Base Pay - Base pay levels are largely determined through
market comparisons. Actual salaries are based on individual performance
contributions within a salary range that has been established through job
evaluation. Base salaries for senior executives are targeted to represent 40% of
total compensation, which includes the annual at-risk base pay and long-term
incentive compensation. For other corporate and business unit level executives,
base salaries are targeted at 50-60% of total compensation.
At-Risk Base Pay - The at-risk base pay for senior executives is funded
based upon the earnings per share performance for the Company. Attainment of
targeted at-risk base pay is largely determined by the EVA (Economic Value
Added) model created by the Company. At-risk base pay is targeted to represent
25% of total compensation for senior executives and 20-25% for other corporate
and business unit level executives. For fiscal 1996, the Company's earnings per
share goal was $.68 per share. The Company's actual earnings per share was $.70
per share but reflected the results of acquisitions made during the year which
were not included in the original targeted earnings per share goal. Thus,
although the target was met, the overall results (factoring in the acquisitions)
only allowed for partial funding of the at-risk base pay. The at-risk base pay
for senior executives represented 12% of their total compensation for fiscal
1996.
Long-Term Incentive Compensation - The Committee's Long-Term Incentive
Compensation plan is presently composed of awards of non-statutory stock options
designed to align long-term interests between the Company's executives and its
shareholders and to assist in the retention of key executives. The long-term
incentives are targeted to represent 35% of total compensation for senior
executives and 20-25% for other corporate and business unit level executives.
Under the Company's stock option plans, senior executives were awarded the
equivalent of three years of stock options in fiscal 1996 to further induce them
to adopt a long-term view of stockholders. One-fourth of the options awarded
were priced at the then current market value, one-fourth were priced at a 50%
premium over the then current market value and the remaining one-half were
priced at a 100% premium over the then-current market value. Consequently, the
full value of the options cannot be realized until the price of the Company's
stock more than doubles from the fair market value on the day of grant. Senior
executives will not be eligible for new grants of options under the Long-Term
Incentive Compensation plan until fiscal 1999. The stock options vest
incrementally over a nine-year period.
Supplemental Executive Retirement Plan - The Company adopted a
Supplemental Executive Retirement Plan in fiscal 1996. All executives of the
Company are eligible to participate by contributing up to 15% of their pretax
income into the plan. The Company matches at a rate of $.50 on the dollar up to
the first 6% of the executives' contribution. The Company match is paid in
Common Stock.
Other Compensation Plans - The Company maintains certain broad-based
employee benefit plans in which executives are permitted to participate on the
same terms as non-executive associates who meet applicable eligibility criteria,
subject to any legal limitations on the amounts that may be contributed or the
benefits that may be payable under the plans.
Mr. Morgan's Fiscal 1996 Compensation
In fiscal 1996, the Company's revenue and earnings increased 33% and
47% respectively, a record year in both revenue and earnings for the Company.
Additionally, the Company's return on stockholders' equity increased from 15.3%
in fiscal 1995 to 16.5% in fiscal 1996, and the Company's stock price increased
43% over the prior year, compared to a 36% increase in the Nasdaq Stock Market -
US Index and a 42% increase in the Nasdaq Stock Market - Computer and Data
Processing Index over the same period. Because of the Company's performance and
Mr. Morgan's performance in fiscal 1995, Mr. Morgan's fiscal 1996 base pay
increased 8.33% over fiscal 1995.
In fiscal 1996, the Company's earnings per share results were the
primary basis for determining the at-risk base pay earned by Mr. Morgan. For
fiscal 1996, approximately 40% of Mr. Morgan's target at-risk base pay was paid,
which represented approximately 12% of his total compensation for fiscal 1996.
Mr. Morgan received stock option grants under the Company's Long-Term Incentive
Compensation plan described above in fiscal 1996 which consisted of a three-year
grant of non-statutory stock options. The purpose of the grant was to further
encourage Mr. Morgan's long-term performance while aligning management's and
shareholders' interests in the performance of the Company's Common Stock.
Omnibus Budget Reconciliation Act of 1993
The Omnibus Budget Reconciliation Act of 1993 ("OBRA") generally
prevents public corporations from deducting as a business expense that portion
of the compensation paid to the named executive officers in the Summary
Compensation Table that exceeds $1,000,000. However, this deduction limit does
not apply to "performance-based compensation" paid pursuant to plans approved by
shareholders. The Board has modified its compensation plans so as to comply with
OBRA and thereby retain the deductibility of executive compensation, and it is
the Company's intention to continue to monitor its compensation plans to comply
with OBRA in the future.
William T. Dillard II Walter V. Smiley
<PAGE>
Company Performance
The graph below compares for each of the last five fiscal years the
cumulative total return on the Company's Common Stock, the Nasdaq Stock Market -
U.S. Index and the Nasdaq Stock Market - Computer and Data Processing Index. The
cumulative total return on the Company's Common Stock assumes $100 invested on
March 31, 1991 in the Company's Common Stock.
The following table is submitted in lieu of the required graph:
<TABLE>
<CAPTION>
YEAR 1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Acxiom Corporation $100 $77 $171 $202 $327 $466
NASDAQ - US Index 100 127 147 158 176 239
NASDAQ - Computer & DP 100 148 165 169 228 323
</TABLE>
<PAGE>
CERTAIN TRANSACTIONS
1. On January 5, 1996, the Company leased an aircraft from MorAir,
Inc., a corporation controlled by Charles D. Morgan, Jr., the President of the
Company, and his wife, for $66,385 per month, plus maintenance and insurance.
The term of this aircraft lease expires January 4, 2001. The terms of the lease
have been found by the Board to be as good or better than those which could have
been obtained from an unrelated third party.
2. On April 19, 1995, the Company executed a one-year data processing
services agreement with Dillard Department Stores, Inc. ("DDS"). The agreement
has been renewed for an additional one-year term. William T. Dillard II is a
non-employee director of the Company in addition to his primary duties as
President and Chief Operating Officer of DDS. The agreement requires the Company
to supply certain software, hardware and related services to assist DDS in the
management of its customer marketing database. In consideration for these
services, DDS will pay the Company approximately $625,000 during the current
term of the agreement. The terms of the agreement were arranged in the ordinary
course of business, on substantially the same terms as those prevailing
generally in comparable transactions with unrelated persons, and involved no
unfavorable features to the Company or special benefits to Mr. Dillard or DDS.
3. In accordance with that certain Data Center Management Agreement
dated July 27, 1992 (the "Agreement") between the Company and Trans Union
Corporation ("Trans Union") which became effective on August 31, 1992, the
Company (through its subsidiary, Acxiom Chicago Data Center, Inc.) acquired all
of Trans Union's interest in its Chicago data center and agreed to provide Trans
Union with various data center management services. Under the Agreement, Trans
Union had the right to terminate the Agreement at the end of the first 2 1/2
years (February 28, 1995). However, pursuant to an amendment to the Agreement
(the "Amendment") dated August 31, 1994, Trans Union gave the Company notice
that it would continue the Agreement for the remaining 7 1/2 years of the
Agreement.
In connection with the Agreement, on August 31, 1992, the Company
issued to Trans Union 960,000 shares (the "Initial Shares") of Common Stock,
subject to certain "put" and "call" provisions. Pursuant to the Amendment, Trans
Union relinquished its right to cause the Company to repurchase the Initial
Shares between years 2 1/2 and 5 at the higher of $5.625 per share or fair
market value, and the Company relinquished its right to call the stock during
the same period at $8.438 per share.
On August 31, 1992 the Company issued a warrant ("Warrant") to Trans
Union to purchase up to 2,000,000 additional shares prior to August 31, 2000, at
exercise prices ranging from $5.625 per share to $7.125 per share. However, not
more than 500,000 shares could have been purchased under the Warrant unless
Trans Union agreed to extend the Agreement beyond February 28, 1995 for the
additional 7 1/2 years, which it has now done pursuant to the Amendment.
Trans Union presently owns the 960,000 Initial Shares and the 500
shares transferred to Trans Union by Mr. Gambill, or 3.8% of the currently
issued and outstanding shares of the Company's Common Stock. Upon acquisition of
the 2,000,000 shares which could currently be purchased under the Warrant, Trans
Union would beneficially own 2,960,500 shares, or 10.8% of the Company's then
issued and outstanding shares. However, the amount of stock which may be
purchased by Trans Union under the Warrant is limited so that Trans Union's
total holdings under the Warrant and the Agreement may not exceed 10% of the
Company's then issued and outstanding shares. Based upon the number of shares
currently issued and outstanding, Trans Union would be able to obtain
approximately 1,755,000 of the 2,000,000 Warrant shares. Trans Union retains the
right, however, to acquire additional shares of Common Stock on the open market.
In addition, pursuant to the Agreement, Trans Union has preemptive rights
whereby it may, under certain circumstances, purchase additional shares of
Common Stock in the event the Company issues such additional shares. Such
preemptive rights provide Trans Union with the ability to maintain its
percentage ownership of Common Stock acquired pursuant to the Agreement.
In addition, effective October 26, 1994, the Company and Trans Union's
parent company, Marmon Industrial Corporation ("MIC"), entered into a Stock
Purchase Agreement wherein the Company agreed to sell, and MIC agreed to buy,
1,000,000 shares of newly issued Common Stock of the Company (the "Additional
Shares") for $11.96 per share. The purchase price of the Additional Shares was
established on August 31, 1994 pursuant to a letter agreement between the
Company and Trans Union and, for purposes of the Warrant, the Additional Shares
do not count towards the number of shares owned by Trans Union. Taking into
account the shares owned by Trans Union and the exercisable Warrant shares
beneficially owned by Trans Union, Trans Union and MIC would jointly
beneficially own approximately 3,715,500 shares, or 13.7% of the Company's then
issued and outstanding shares.
Pursuant to a letter agreement dated July 27, 1992, which was executed
in connection with the Agreement, the Company agreed to use its best efforts to
cause one person designated by Trans Union to be elected to the Company's Board
of Directors. Trans Union designated its CEO and President, Harry C. Gambill,
who was appointed to fill a vacancy on the Board in November 1992 and was
elected at the August 4, 1993 Annual Meeting of Shareholders to serve a
three-year term. This undertaking by the Company is in effect from August 31,
1992 until the latter of the tenth anniversary of that date or termination of
the Agreement. Pursuant to a second letter agreement dated August 31, 1994,
which was executed in connection with the Amendment, the Company agreed to amend
the letter agreement dated July 27, 1992 and use its best efforts to cause two
persons designated by Trans Union to be elected to the Company's Board of
Directors. In addition to Mr. Gambill, Trans Union designated Robert A.
Pritzker, an executive officer of MIC, who was appointed to fill a newly created
position on the Company's Board of Directors on October 26, 1994. Mr. Pritzker
is among the nominees to be voted upon at the July 24, 1996 Annual Meeting. See
"Election of Directors" above. This undertaking by the Company is in effect from
August 31, 1994 until the latter of the tenth anniversary of August 31, 1992 or
termination of the Agreement.
SECTION 16(a) REPORTING DELINQUENCIES
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors, and persons who own more than ten
percent (10%) of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc. Officers,
directors and greater than ten percent (10%) shareholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
Additionally, SEC regulations require that the Company identify any
individuals for whom one of the referenced reports was not filed on a timely
basis during the most recent fiscal year or prior fiscal years. To the Company's
knowledge, based solely on its review of the copies of such forms received by
it, or written representations from certain reporting persons that no other
forms were required for those persons during and with respect to the fiscal year
ended March 31, 1996, the Company believes that during the past fiscal year, all
filing requirements applicable to its officers, directors, and greater than ten
percent (10%) beneficial owners were met, except as follows: Stephen H. Brighton
inadvertently filed a late Form 4 with respect to a sale of shares.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected KPMG Peat Marwick LLP as the
Company's independent public accountants and auditors, a position that firm has
held since the Company's initial offering of securities to the public in 1983.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
Annual Meeting with the opportunity to make a statement if they desire to do so
and to respond to appropriate questions.
SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder proposal to be presented at the 1997 Annual Meeting
should be directed to the Secretary of the Company, P.O. Box 2000, 301
Industrial Boulevard, Conway, Arkansas 72033-2000, and must be received by the
Company on or before February 7, 1997. Any such proposal must comply with the
requirements of Rule 14a-8 under the Securities Exchange Act of 1934.
ADDITIONAL INFORMATION AVAILABLE
Upon written request, the Company will furnish, without charge, a copy
of the Company's most recent Annual Report on Form 10-K, as filed with the
United States Securities and Exchange Commission, including the financial
statements and schedules thereto. The written request should be sent to
Catherine L. Hughes, Secretary of the Company, P.O. Box 2000, 301 Industrial
Boulevard, Conway, Arkansas 72033-2000.
OTHER MATTERS
The Board of Directors does not intend to present and does not have any
reason to believe that others will present any items of business at the Annual
Meeting other than as stated in the Notice of Annual Meeting of Shareholders.
If, however, other matters are properly brought before the meeting, it is the
intention of the persons named in the accompanying Proxy to vote the shares
represented thereby in accordance with their best judgment, and discretionary
authority to do so is included in the Proxy.
By Order of the Board of Directors
Catherine L. Hughes
Secretary
Conway, Arkansas
June 7, 1996
<PAGE>
PROXY CARD
(Side 1)
PROXY PROXY
ACXIOM CORPORATION
This Proxy Is Solicited on Behalf of The Board of Directors
for the Annual Meeting of Shareholders
to be Held on July 24, 1996
The undersigned hereby appoints Catherine L. Hughes and Shayne D. Smith as
Proxies, or either of them, with the power to appoint their substitutes, and
hereby authorizes them to represent and vote, as designated below, all of the
shares of Common Stock of Acxiom Corporation held of record by the undersigned
on June 3, 1996, at the Annual Meeting of Shareholders to be held at 301
Industrial Boulevard, Conway, Arkansas 72033-2000 on July 24, 1996, or any
adjournment or adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED
FOR ALL PROPOSALS.
Please mark, sign, date and return the proxy card promptly using
the enclosed envelope.
The Board of Directors recommends a vote FOR all proposals
FOR all nominees WITHHOLD
listed at right AUTHORITY
1. Election of [ ] [ ] (INSTRUCTION: To withhold authority
Directors to vote for an individual nominee,
strike a line through the nominee's
name in the list below.)
Nominees: William T. Dillard II
Harry C. Gambill
Walter V. Smiley
2. Proposal to amend the Certificate of Incorporation to increase the number
of authorized shares of Common Stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Dated -----------------, 1996
---------------------------------------
Signature(s)
---------------------------------------
Signature(s)
<PAGE>
NOTE: Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name
by authorized person.
<PAGE>
