ACI Worldwide (ACIW) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 2, 2026, via virtual webcast, with a record date of April 8, 2026.

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

• The company emphasizes a pay-for-performance culture, robust governance, and alignment with shareholder interests.

• Proxy access and majority voting standards are in place, with annual director elections and proactive board refreshment.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, ratifying the auditor, and approving executive compensation on an advisory basis.

• The board recommends voting “FOR” all proposals.

• Proxy access allows shareholders (owning at least 3% for three years) to nominate directors.

• Shareholder proposals for the 2027 meeting must comply with SEC rules and company bylaws.

Board of directors and corporate governance

• The board consists of nine nominees, with all but the CEO considered independent.

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

• Annual board and committee evaluations, with a focus on continuous refreshment and diversity of skills.

• Directors are expected to attend at least 75% of meetings; all current nominees attended the prior annual meeting except new appointees.

• Board leadership structure separates the roles of Chairman and CEO.