ACI Worldwide (ACIW) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 3, 2025, via virtual webcast, with a record date of April 8, 2025.

• Key proposals include electing eight directors, ratifying Deloitte & Touche LLP as auditor, and an advisory vote on executive compensation.

• Shareholders can vote online, by phone, mail, or during the virtual meeting; a majority of outstanding shares is required for quorum.

• The company emphasizes pay-for-performance in executive compensation and strong alignment with shareholder interests.

Voting matters and shareholder proposals

• Proposals: elect eight directors, ratify Deloitte & Touche LLP as auditor, and advisory say-on-pay vote.

• Board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2026 meeting by December 22, 2025, and director nominations via proxy access by the same date.

• Proxy access allows groups holding 3%+ of shares for 3 years to nominate up to 20% of the board.

Board of directors and corporate governance

• Board consists of eight nominees, all independent except the CEO.

• Three standing committees: Audit, Compensation and Leadership Development, and Nominating and Corporate Governance.

• Annual board and committee evaluations, majority voting standard, and proxy access for director nominations.

• Board leadership structure separates Chairman and CEO roles.

• Directors attended at least 75% of meetings in 2024.