Acxiom Confirms Receipt of Director Nomination Proposal
April 03 2006 - 6:32PM
Business Wire
Acxiom(R) Corporation (Nasdaq: ACXM) today announced that the
company received a letter from ValueAct Capital Master Fund, L.P.,
indicating its intention to nominate the following three directors
for election at Acxiom's 2006 annual shareholders meeting: Jeffrey
W. Ubben, 44, co-founder and a managing member of ValueAct Capital;
Louis J. Andreozzi, 47, sole member of Andreozzi Consulting LLC,
which provides consulting services to ValueAct Capital; and J.
Michael Lawrie, 52, a partner at ValueAct Capital. "We do not yet
know the direction the ValueAct nominees seek for the company, but
it is clear that the current leadership and Board are doing what is
necessary to put the company on the right path," said Charles D.
Morgan, Acxiom's chairman and company leader. "We have again
transformed the technology and offerings of the company to meet
increased demands from our clients. Our Board agreed that we needed
to make the investments for the long term, and our shareholders are
only now beginning to reap the benefits." Lee Hodges, the company's
chief operations leader, said, "Our business planning and business
execution processes, operational trends, and sales pipeline
activity give me confidence that the company is positioned for even
stronger financial success in fiscal 2007, as reflected in the
Financial Road Map the company issued in January." "We have also
recently taken several strategic actions that will financially
validate the company's technology vision and ensure a more rapid
completion of the grid-computing solutions Acxiom and EMC are
jointly developing," Hodges continued. "We also expect to benefit
from two strategic, market-driven acquisitions completed in fiscal
2006 - Digital Impact and InsightAmerica - that add digital
marketing and fraud- and risk-management solutions to Acxiom's
portfolio. And, we have turned our European operations into a
profitable enterprise and have laid the foundation to begin adding
more services to our data offerings there." Morgan noted that "in
contrast to ValueAct's criticisms of Acxiom stands the recent
performance of the company. In fiscal 2006, Acxiom realized a 23.5
percent increase in our stock price, an improvement better than the
performances of 60 percent of companies listed on the Nasdaq
exchange. In addition to the stock price increase, we generated
record revenue, earnings and free cash flow in our third fiscal
quarter." The Board and senior leadership team have worked together
to help Acxiom meet its financial expectations in 50 of the past 55
fiscal quarters, while increasing the company's revenues 13 fold
during a period of time when many of its competitors failed to
sustain their viability, Morgan noted. "Acxiom has an
extraordinarily well-qualified Board with proven leaders from the
world of business, government and academia," Morgan said. The
Acxiom Board is comprised of nine members who represent a broad
cross-section of business experience and mature judgment and
perspectives. Three non-management board members have the seasoning
of being CEO or Chairman of public companies; one director has
served as Chief of Staff to the President of the United States, and
another has also been a CFO of a public company. The Board also
includes a former CEO of a private company, a former Postmaster
General of the United States and current chief operations officer
of a public company, a noted scientist and former under secretary
for technology in the Department of Commerce, and a former college
president. "The Board members believe that they should annually
review the composition and structure of the Board," Morgan said. In
March, the Board made two changes, appointing a new director and
naming a lead independent director. Presently, six of the nine
Acxiom Board members are independent based on Nasdaq guidelines,
including Michael J. Durham, who joined the Board in March. Durham
is a former director, president and chief executive officer of
Sabre, Inc. and former CFO of American Airlines, the world's
largest airline company. As announced March 6, Acxiom's independent
directors elected William T. Dillard II to serve in a newly created
position of lead independent director and vice chairman of the
Board. In the new position, Dillard, chairman and chief executive
officer of Dillard's, Inc., has agreed to provide a leadership role
in executive sessions and in other matters as appropriate. Acxiom
Board members up for election at the 2006 annual shareholders
meeting include Charles D. Morgan, Chairman of the Board and
company leader since 1975; and two independent directors, Dr. Ann
Die Hasselmo, managing director of Academic Search Consultation
Service and a Board member since 1993; and William J. Henderson,
chief operations officer of Netflix Inc. and former postmaster
general of the United States and a Board member since 2001.
ValueAct's Ubben had earlier sought appointment to the Acxiom
Board, despite his desire to take the company private and
ValueAct's investments in Acxiom competitors. Ubben's request was
rejected by the Acxiom Board in May 2005, due to his conflict of
interest. Subsequent to the Board's rejection of Ubben's candidacy,
ValueAct proposed to buy all the remaining shares of stock of the
company for $23 per share, later increasing its bid to $25 per
share. After due consideration, the Acxiom Board declined the
proposals and determined that they were opportunistic and not in
the best long-term interests of the company's shareholders, clients
or associates. "While we have not felt it appropriate for Mr. Ubben
to be a member of our Board, I have had several conversations with
him over the last six months concerning our business strategy and
performance," Morgan said. "Mr. Ubben has indicated to me on more
than one occasion that he believes the company is headed in the
right direction, but ValueAct's letter shows us that Mr. Ubben and
his nominees think they can do a better job of leading Acxiom.
"Over the years, Mr. Ubben has made some constructive suggestions,
but generally he seems to have been looking for a quick price
appreciation related to a transaction rather than building
long-term shareholder value. This was confirmed when he approached
us in early 2005 about taking the company private, a move that
placed him at odds with the interests of all other shareholders,"
Morgan continued. "Acxiom's senior leadership team is united in its
belief that Acxiom's Board and leadership team together represent
the right team with the vision, strategy, discipline and experience
to deliver increasing profitability and leading-edge products and
services to the marketplace and the resulting increases in
shareholder value to investors." About Acxiom Corporation Acxiom
Corporation (Nasdaq: ACXM) integrates data, services and technology
to create and deliver customer and information management solutions
for many of the largest, most respected companies in the world. The
core components of Acxiom's innovative solutions are Customer Data
Integration (CDI) technology, data, database services, IT
outsourcing, consulting and analytics, and privacy leadership.
Founded in 1969, Acxiom is headquartered in Little Rock, Arkansas,
with locations throughout the United States and Europe, and in
Australia and China. For more information, visit www.acxiom.com.
Additional Information In connection with its 2006 annual meeting
of stockholders, Acxiom Corporation will file a notice of annual
meeting and proxy statement with the Securities and Exchange
Commission ("SEC"). STOCKHOLDERS OF ACXIOM ARE URGED TO READ THE
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders
can obtain free copies of the notice of annual meeting and proxy
statement and other documents when they become available by
contacting investor relations at investor.relations@acxiom.com, or
by mail at Acxiom Corporation Investor Relations, 1 Information
Way, Little Rock, Arkansas, 72202, or by telephone at
1-501-342-3545. In addition, documents filed with the SEC by Acxiom
are available free of charge at the SEC's website at www.sec.gov.
Acxiom Corporation and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of Acxiom in connection with the 2006 annual meeting
of stockholders. Information regarding the special interests of
these directors and executive officers in the proposed election of
directors will be included in Acxiom's notice of annual meeting and
proxy statement for its 2006 annual meeting. This document will be
available free of charge at the SEC's website at www.sec.gov and
from Investor Relations at Acxiom as described above. Acxiom is a
registered trademark of Acxiom Corporation.
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