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
Date of Report (Date of earliest event reported):
Commission File Number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices)
|
(Zip Code) |
(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 | ||
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 22, 2022, the board of directors (the “Board”) of ACI Worldwide, Inc. (the “Company”) amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Restated Bylaws”) to change the voting standard for uncontested director elections from a plurality voting standard to a majority voting standard, such that a nominee would only be elected if he or she receives a majority of the votes cast. The majority voting standard in the Restated Bylaws replaces the majority voting standard that was previously in the Company’s Corporate Governance Guidelines. A plurality voting standard remains applicable to contested elections. An incumbent director who fails to receive the required number of votes for re-election in an uncontested election is required to tender his or her resignation to the Board.
The description above of the amendment and restatement does not purport to be complete and is qualified by reference to the Restated Bylaws, which are filed as Exhibit 3.1 to this Form 8-K and incorporated in this Item 5.03 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Amended and Restated Bylaws | |
| 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.
| ACI WORLDWIDE, INC. (Registrant) | ||||
| Date: March 28, 2022 | By: | /s/ Dennis P. Byrnes | ||
| Dennis P. Byrnes | ||||
| Executive Vice President and General Counsel | ||||