UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): May 19, 2015
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ACXIOM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE
(State or Other Jurisdiction of Incorporation)
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0-13163
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71-0581897
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(Commission File Number)
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(IRS Employer Identification No.)
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P.O. Box 8190, 601 E. Third Street,
Little Rock, Arkansas
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72203-8190
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(Address of Principal Executive Offices)
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(Zip Code)
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501-342-1000
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(Registrant’s Telephone Number, Including Area Code)
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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 (see General Instruction A.2. below):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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·
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Income (loss) from operations excluding unusual items and diluted earnings (loss) per share attributable to Acxiom shareholders excluding unusual items, and segment income from operations excluding unusual items.. Operating income excluding unusual items and diluted earnings (loss) per share attributable to Acxiom shareholders excluding unusual items represent income from the Company’s operations less expenses related to discontinued operations, impairment of goodwill and other assets, gains, losses and other items, the impact of business separation and transformation expenses recorded in selling, general and administrative expense, the impact of purchased intangible asset amortization recorded in cost of revenue, and the impact of non-cash stock compensation recorded in both cost of revenue and selling, general and administrative expense and the impact of accelerated amortization recorded in cost of revenue. For the prior year, diluted earnings (loss) per share attributable to Acxiom shareholders also excludes the impact of an investment gain recorded in other income. Segment income from operations excluding unusual items represents segment income from operations excluding purchased intangible asset amortization and non-cash stock compensation that was charged to the segment for GAAP purposes. The Company’s management believes that these non-GAAP measures are meaningful since they represent the recurring income from the Company’s operations before one-time items, which are not a recurring part of the Company’s ordinary course operations, and before purchased intangible asset amortization and non-cash stock compensation, which are recurring non-cash expenses. The non-GAAP measures are reconciled to the corresponding GAAP measures of income (loss) from operations and diluted earnings (loss) per share attributable to Acxiom shareholders in a schedule to the press release.
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Free cash flow available to equity. Free cash flow available to equity is defined as operating cash flow less cash used by investing activities (excluding the impact of cash paid in acquisitions), less required payments of debt. The Company’s management believes that this measure of free cash flow available to equity is meaningful since it represents the amount of money available for the Company’s discretionary spending after funding all required obligations including scheduled debt payments, and it therefore provides a useful measure of liquidity for assessing the amount of cash available for general corporate and strategic purposes. Free cash flow available to equity is reconciled to operating cash flow, the nearest comparable GAAP measure, in a schedule to the press release.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Exhibit
Number
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Description
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10.1
99.1
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Amendment No. 1 to Fifth Amended and Restated Credit Agreement, effective as of May 19, 2015, by and among Acxiom Corporation, the Lenders party hereto and JPMorgan Chase Bank, N.A.
Press Release of the Company dated May 21, 2015
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Title:
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Chief Ethics and Legal Officer & Executive Vice President
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Exhibit
Number
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Description
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10.1
99.1
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Amendment No. 1 to Fifth Amended and Restated Credit Agreement, effective as of May 19, 2015, by and among Acxiom Corporation, the Lenders party hereto and JPMorgan Chase Bank, N.A.
Press Release of the Company dated May 21, 2015
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