UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Thomas Warsop, previously the interim President and CEO of ACI Worldwide, Inc. (the “Company”), has been appointed as President and CEO of the Company with effect on June 1, 2023. A press release announcing this appointment is filed as Exhibit 99.1 to this report.
Mr. Warsop’s annual base salary will be $750,000 with an on-target bonus of 100% of his base salary. The bonus opportunity will be granted pursuant to the Company’s 2023 Management Incentive Compensation plan under which 0% to 200% of the on-target bonus opportunity can be earned based on the achievement of specified performance goals. Mr. Warsop’s 2023 bonus opportunity will be pro-rated to reflect his program entry date.
Mr. Warsop will receive initial equity awards with an aggregate grant date value of $4.0 million and $8.0 million under the Company’s 2023 Long Term Incentive Plan and 2024 Long Term Incentive Plan, respectively. 35% of the aggregate award value will be provided in the form of restricted share units that vest on an annual basis over three years. 65% of the aggregate award value will be provided in the form of performance share units that vest, if at all, at the end of the three-year performance period. Performance share units may pay out at 0% to 200% of the original number of granted shares based on the achievement of specified performance goals.
The Company and Mr. Warsop will enter into the Severance Agreement filed as Exhibit 10.1 to this report and the Change In Control Employment Agreement filed as Exhibit 10.2 to this report. Mr. Warsop will also be eligible to participate in the Company’s welfare benefit plans that are generally available to employees.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is filed with this report on Form 8-K:
| Exhibit No. |
Description | |
| 10.1 | Form of Severance Agreement between ACI Worldwide, Inc. and Thomas Warsop | |
| 10.2 | Form of Change In Control Employment Agreement between ACI Worldwide, Inc. and Thomas Warsop | |
| 99.1 | May 31, 2023 Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, ACI Worldwide, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: May 31, 2023
| ACI WORLDWIDE, INC. | ||
| By: | /s/ Karen Hobbs | |
| Name: | Karen Hobbs | |
| Title: | Interim Chief Human Resources Officer | |