SHARE-BASED COMPENSATION: | 3. SHARE-BASED COMPENSATION: Share-based Compensation Plans The Company has stock option and equity compensation plans for which a total of 30.0 million shares of the Company’s common stock have been reserved for issuance since the inception of the plans. These plans provide that the exercise prices of qualified options will be at or above the fair market value of the common stock at the time of the grant. Board policy requires that nonqualified options also be priced at or above the fair market value of the common stock at the time of grant. At June 30, 2017 , there were a total of 1.2 million shares available for future grants under the plans. During the quarter ended June 30, 2017, the Board voted to amend the Amended and Restated 2005 Equity Compensation Plan, pending shareholder approval, to increase the number of shares available under the plan from 28.4 million shares to 32.9 million shares, bringing the total number of shares reserved for issuance since inception of the plans to 34.5 million shares. Stock Option Activity Stock option activity for the three months ended June 30, 2017 was: Weighted-average Weighted-average remaining Aggregate Number of exercise price contractual term Intrinsic value shares per share (in years) (in thousands) Outstanding at March 31, 2017 3,033,071 $ 13.14 Performance units converted to options 299,641 $ 21.32 Exercised (130,157 ) $ 14.66 $ 1,532 Forfeited or canceled (2,052 ) $ 14.80 Outstanding at June 30, 2017 3,200,503 $ 13.85 5.9 $ 38,971 Exercisable at June 30, 2017 2,412,279 $ 14.49 5.1 $ 27,826 The aggregate intrinsic value at period end represents the total pre-tax intrinsic value (the difference between Acxiom’s closing stock price on the last trading day of the period and the exercise price for each in-the-money option) that would have been received by the option holders had option holders exercised their options on June 30, 2017 . This amount changes based upon changes in the fair market value of Acxiom’s common stock. A summary of stock options outstanding and exercisable as of June 30, 2017 was: Options outstanding Options exercisable Range of Weighted-average Weighted-average Weighted-average exercise price Options remaining exercise price Options exercise price per share outstanding contractual life per share exercisable per share $ 0.61 — $ 9.99 801,586 7.1 years $ 1.67 460,516 $ 1.71 $ 10.00 — $ 19.99 1,396,449 5.2 years $ 15.10 1,184,653 $ 14.62 $ 20.00 — $ 24.99 982,916 6.0 years $ 21.62 752,447 $ 21.74 $ 25.00 — $ 32.85 19,552 6.4 years $ 32.85 14,663 $ 32.85 3,200,503 5.9 years $ 13.85 2,412,279 $ 14.49 Total expense related to stock options for the three months ended June 30, 2017 and 2016 was approximately $1.4 million and $1.8 million , respectively. Future expense for these options is expected to be approximately $10.2 million in total over the next four years . Performance Stock Option Unit Activity Performance stock option unit activity for the three months ended June 30, 2017 was: Weighted-average Weighted-average remaining Aggregate Number exercise price contractual term intrinsic value of shares per share (in years) (in thousands) Outstanding at March 31, 2017 555,123 $ 21.41 Performance units converted to options (183,322 ) $ 21.41 Forfeited or canceled (6,954 ) $ 21.32 Outstanding at June 30, 2017 364,847 $ 21.41 2.4 $ 1,668 Exercisable at June 30, 2017 — $ — — $ — Of the performance stock option units outstanding at March 31, 2017 , 183,322 reached maturity of the relevant performance period at March 31, 2017. During the quarter ended June 30, 2017 , the units vested at an approximate 163% attainment level resulting in issuance of 299,641 stock options having a weighted average exercise price of $21.32 . Total expense related to performance stock option units for the three months ended June 30, 2017 was $0.5 million . Future expense for these performance stock option units is expected to be approximately $3.2 million in total over the next four years . Stock Appreciation Right ("SAR") Activity SAR activity for the three months ended June 30, 2017 was: Weighted-average Weighted-average remaining Aggregate Number exercise price contractual term intrinsic value of shares per share (in years) (in thousands) Outstanding at March 31, 2017 245,404 $ 40.00 Forfeited or canceled (245,404 ) $ 40.00 Outstanding at June 30, 2017 — $ — — $ — All of the SAR units outstanding at March 31, 2017 reached maturity of the relevant performance period on March 31, 2017. The units achieved a 100% performance attainment level. However, application of the vesting multiplier resulted in zero shares granted and cancellation of all the units during the current fiscal quarter. Restricted Stock Unit Activity During the three months ended June 30, 2017 , the Company granted time-vesting restricted stock units covering 1,156,431 shares of common stock with a fair value at the date of grant of $30.7 million . Of the restricted stock units granted in the current period, 137,113 vest in equal annual increments over four years , 1,005,068 vest 25% at the one-year anniversary and then vest over equal quarterly increments during the subsequent three years, and 14,250 vest in one year . Grant date fair value of these units is equal to the quoted market price for the shares on the date of grant. Non-vested time-vesting restricted stock unit activity for the three months ended June 30, 2017 was: Weighted-average fair value per Weighted-average Number share at grant remaining contractual of shares date term (in years) Outstanding at March 31, 2017 3,307,577 $ 22.57 2.45 Granted 1,156,431 $ 26.55 Vested (542,617 ) $ 20.25 Forfeited or canceled (74,744 ) $ 21.87 Outstanding at June 30, 2017 3,846,647 $ 24.11 2.78 During the three months ended June 30, 2017 , the Company granted performance-based restricted stock units covering 334,734 shares of common stock with a fair value at the date of grant of $9.2 million , determined using a Monte Carlo simulation model. Of the performance-based restricted stock units granted in the current period, 217,784 units vest subject to attainment of performance criteria established by the compensation committee of the board of directors (“compensation committee”) and continuous employment through the vesting date. The 217,784 units may vest in a number of shares from zero to 200% of the award, based on the total shareholder return of Acxiom common stock compared to total shareholder return of a group of peer companies (“TSR”) established by the compensation committee for the period from April 1, 2017 to March 31, 2020. The remaining 116,950 performance-based restricted stock units granted in the current period vest in three equal tranches, each being subject to attainment of performance criteria established by the compensation committee and continuous employment through the vesting date. Each of the three tranches may vest in a number of shares, from zero to 300% of the initial award, based on the attainment of certain revenue growth and operating margin targets for the years ending March 31, 2018, 2019, and 2020, respectively. Non-vested performance-based restricted stock unit activity for the three months ended June 30, 2017 was: Weighted-average fair value per Weighted-average Number share at grant remaining contractual of shares date term (in years) Outstanding at March 31, 2017 732,711 $ 20.89 1.13 Granted 334,734 $ 27.43 Additional performance shares 94,775 $ 19.46 Vested (252,760 ) $ 19.46 Forfeited or canceled (586 ) $ 17.98 Outstanding at June 30, 2017 908,874 $ 23.55 1.68 Of the performance-based restricted stock units outstanding at March 31, 2017 , 157,985 related to a performance period ended March 31, 2017. During the three months ended June 30, 2017 , the units vested at a 160% attainment level based on performance results approved by the compensation committee, resulting in issuance of 252,760 shares of common stock, of which 94,775 were the additional performance shares referenced in the table above. Total expense related to restricted stock for the three months ended June 30, 2017 and 2016 was approximately $8.8 million and $6.2 million , respectively. Future expense for restricted stock units is expected to be approximately $31.1 million for the nine months ending March 31, 2018, $30.4 million in fiscal 2019, $21.7 million in fiscal 2020, $12.5 million in fiscal 2021, and $0.9 million in fiscal 2022. Other Performance Unit Activity Other performance-based stock unit activity for the three months ended June 30, 2017 was: Weighted-average fair value per Weighted-average Number share at grant remaining contractual of shares date term (in years) Outstanding at March 31, 2017 597,193 $ 4.14 0.30 Forfeited or canceled (201,464 ) $ 5.18 Outstanding at June 30, 2017 395,729 $ 3.61 0.21 Of the other performance-based stock units outstanding at March 31, 2017 , 201,464 reached maturity of the relevant performance period on March 31, 2017. The units achieved a 100% performance attainment level. However, application of the share price adjustment factor resulted in zero shares granted and cancellation of all the units during the current fiscal quarter. Of the other performance-based stock units outstanding at June 30, 2017 , 284,618 reached maturity of the relevant performance period on June 30, 2017. The units are expected to have an approximate 9% performance attainment level, resulting in issuance of approximately 24,573 shares of common stock during the quarter ended September 30, 2017. Total expense related to other performance units for the three months ended June 30, 2017 and 2016 was $0.2 million and $0.2 million , respectively. Future expense for these performance units is expected to be approximately $0.1 million over the next one year . Consideration Holdback As part of the Company’s acquisition of Arbor in fiscal 2017, $38.3 million of the acquisition consideration otherwise payable with respect to shares of restricted Arbor common stock held by certain key employees was subject to holdback by the Company pursuant to agreements with those employees (each, a “Holdback Agreement”). The consideration holdback vests in 30 equal monthly increments following the date of close, subject to the Arbor key employees continued employment through each monthly vesting date. At each vesting date, 1/30th of the $38.3 million holdback consideration vests and is settled in shares of Company common stock. The number of shares is based on the then-current market price of the Company common stock. Total expense related to the Holdback Agreement for the three months ended June 30, 2017 was approximately $3.8 million . |