ACI WORLDWIDE INC

For the period ended Jun 4, 2024. Filed Apr 22, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 4, 2024 · Filed Apr 22, 2024

ACIW$60.02+0.8%Stored close · as of Nov 6, 2026

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

ACI WORLDWIDE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of 2024 Annual Meeting of Stockholders

2024 Annual General Meeting of Stockholders Details

Date	June 4, 2024
Time	11:00 a.m. Eastern Time
Place	Via a live audio-only webcast at www.proxydocs.com/ACIW There is no physical location for the 2024 Annual Meeting.
Record Date	Close of business on April 9, 2024
Items of Business	• To elect the eight directors named in the accompanying proxy statement to our Board of Directors to hold office until the 2025 Annual Meeting of Stockholders; • To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024; • To conduct an advisory vote to approve named executive officer compensation; and • To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

We have adopted a virtual format for our 2024 Annual Meeting. In order to attend the Annual Meeting, you must register in advance atwww.proxydocs.com/ACIW. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will also permit you to submit questions.

YOUR VOTE IS VERY IMPORTANT

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote over the Internet, by telephone or, if you requested printed proxy materials, by mailing a completed proxy card. For more detailed information regarding how to vote your shares, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail, the section entitled Questions and Answers About this Proxy Material and Voting beginning on page 2 of the Proxy Statement, or, if you requested to receive printed proxy materials, your enclosed proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY

MATERIALS FOR THE STOCKHOLDER MEETING

TO BE HELD ON JUNE 4, 2024

Our Proxy Statement and Annual Report are also available online at

www.proxydocs.com/ACIW

Proxy Statement Table of Contents

About ACI	1
Annual Meeting Proposals	2
Proposal	2

Corporate Governance		Corporate Governance	8
	Board of Directors and Committees	8
	Director Independence	9
	Board Committees	9
	Meeting Attendance	10
	Board Leadership Structure	10
	Board Evaluation and Nomination Process	10
	Corporate Responsibility and Sustainability	11
	ESG Governance	11
	Sustainable Solutions	11
	Corporate Social Responsibility Initiatives	11
	Board Diversity	12
	Board’s Role in Risk Oversight	12
	Code of Business Conduct and Ethics	13
		Compensation Risk Analysis	13
Proposal 1 — Election of Directors		Proposal 1 — Election of Directors	14
	General	14
	Specific Skills and Attributes to be Represented on the Board	15
	Director Nominees	16
Director Compensation		Director Compensation	22
	Retainer Fees	22
	Equity-Based Compensation	22
	2023 Director Compensation	23
	Director Stock Ownership Guidelines	23
Report of the Audit Committee		Report of the Audit Committee	24
Proposal 2 — Ratification of Appointment of ACI’s Independent Registered Public Accounting Firm		Proposal 2 — Ratification of Appointment of ACI’s Independent Registered Public Accounting Firm	25
	Independent Registered Public Accounting Firm Fees	25
	Pre-Approval of Audit and Non-Audit Services	26
	Vote Required	26
Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation		Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation	27
	Advisory Vote	27
	Vote Required	27

2024 PROXY STATEMENT i

	Information Regarding Security Ownership				Information Regarding Security Ownership			28
	Equity Compensation Plan Information				Equity Compensation Plan Information			30
	Compensation Discussion and Analysis				Compensation Discussion and Analysis			31
		Executive Summary			31
		Leadership Transition			31
		Stockholder Input on Executive Compensation Program			36
		Executive Compensation Philosophy and Practices			37
		Compensation Design			39
		Compensation Elements			39
		Performance Results for Prior Equity Awards			48
		Post-Employment Compensation Arrangements			53
		Compensation-Related Policies			54
		Tax and Accounting Matters			56
Compensation Committee Report				Compensation Committee Report			57
	Executive Compensation				Executive Compensation			58
		2023 Summary Compensation Table			58
		Other Compensation Table			59
		2023 Grants of Plan-Based Awards			59
		Outstanding Equity Awards at 2023 Fiscal Year-End			60
		2023 Option Exercises and Stock Vested			61
			2023 Nonqualified Deferred Compensation			61
	Potential Payments Upon Termination or Change in Control				Potential Payments Upon Termination or Change in Control			62
		Severance Policy			62
		CEO Severance Agreement			62
		Change in Control Agreements			62
		Post-Termination Benefits Under Incentive Plans			64
		Forfeiture and Right of Recoupment			64
		Potential Post-Termination Benefits Table			65
Pay Ratio Disclosure				Pay Ratio Disclosure			67
	Pay Versus Performance Disclosure				Pay Versus Performance Disclosure			68
		Tabular List of Financial Performance Measures			69
		Relationship Between Pay and Performance			70
	Certain Relationships and Related Transactions				Certain Relationships and Related Transactions			72
		Review and Approval of Related Person Transactions			72
	Compensation Committee Interlocks and Insider Participation				Compensation Committee Interlocks and Insider Participation			72

Appendix A · Appendix A · A-1
	Delivery of Documents to Stockholders Sharing an Address			Delivery of Documents to Stockholders Sharing an Address		72
		Stockholder Communications with our Board		73
Other Matters			Other Matters		74

2024 PROXY STATEMENT iii

Proxy Statement for the Annual Meeting of Stockholders to be held on June 4, 2024

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.