12. STOCKHOLDERS’ EQUITY:

The Company has authorized 200 million shares of $0.10 par value common stock and 1 million shares of $1.00 par value preferred stock. The board of directors of the Company may designate the relative rights and preferences of the preferred stock when and if issued. Such rights and preferences could include liquidation preferences, redemption rights, voting rights and dividends, and the shares could be issued in multiple series with different rights and preferences. The Company currently has no plans for the issuance of any shares of preferred stock.

At March 31, 2013 the company had outstanding 1,374,959 warrants to purchase shares of its common stock. During fiscal 2014 all of the warrants were exercised except 4,942 which remained outstanding at March 31, 2014. The outstanding warrants carry an exercise price of $13.24 and expire March 17, 2019.

On August 29, 2011, the board of directors adopted a common stock repurchase program. That program was subsequently modified and expanded on December 5, 2011, on May 24, 2012, on February 5, 2013, and again on November 18, 2013. Under the modified common stock repurchase program, the Company may purchase up to $250.0 million worth of its common stock through the period ending November 18, 2014. During the fiscal year ended March 31, 2012, the Company repurchased 5.8 million shares of its common stock for $68.2 million. During the fiscal year ended March 31, 2013, the Company repurchased 4.6 million shares of its common stock for $71.7 million. During the fiscal year ended March 31, 2014, the Company repurchased 2.0 million shares of its common stock for $52.7 million. Through March 31, 2014, the Company has repurchased 12.3 million shares of its stock for $192.6 million, leaving remaining capacity of $57.4 million under the stock repurchase program. Cash paid for acquisition of treasury stock in the consolidated statement of cash flows may differ from the aggregate purchase price due to trades made during one fiscal period that settle in a different fiscal period.

The Company paid no dividends on its common stock for any of the years reported.

Stock Option Activity

The Company has stock option and equity compensation plans for which a total of 26.4 million shares, as of March 31, 2014, of the Company’s common stock have been reserved for issuance since 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. On May 13, 2013 the Company’s compensation committee, acting on behalf of the full board of directors, approved an amendment to one of the Company’s equity compensation plans which would permit the issuance of an additional 4,000,000 shares under the plan. That amendment received shareholder approval at the August 6, 2013 annual shareholders’ meeting. On May 23, 2013, the board terminated one of the Company’s equity compensation plans under which 1.7 million shares remained available for future grant. This plan termination did not require shareholder approval. At March 31, 2014, there were a total of 5.0 million shares available for future grants under the plans.

The per-share weighted-average fair value of the stock options granted during 2014 was $6.99. This valuation was determined using a customized binomial lattice approach with the following weighted-average assumptions: dividend yield of 0.0%; risk-free interest rate of 2.0%; expected option life of 4.3 years; expected volatility of 35% and a suboptimal exercise multiple of 1.3. The per-share weighted-average fair value of the stock options granted during 2013 was $5.00. This valuation was determined using a customized binomial lattice approach with the following weighted-average assumptions: dividend yield of 0.0%; risk-free interest rate of 1.7%; expected option life of 4.5 years; expected volatility of 43% and a suboptimal exercise multiple of 1.4. The per-share weighted-average fair value of the stock options granted during 2012 was $5.82 on the date of grant using a customized binomial lattice approach with the following weighted-average assumptions: dividend yield of 0.0%; risk-free interest rate of 2.2%; expected option life of 5.3 years; expected volatility of 44% and a suboptimal exercise multiple of 1.7.

Total expense related to stock options was approximately $2.3 million for fiscal 2014, $1.9 million for fiscal 2013 and $1.1 million for 2012. Future expense for these options is expected to be approximately $4.8 million in total over the next four years.

Stock option activity was as follows:

	Number of shares		Weighted- average exercise price per share		Weighted- average remaining contractual term (in years)	Aggregate Intrinsic value (in thousands)
Outstanding at March 31, 2013	8,193,248		$	20.85
Granted	321,060		$	22.15
Exercised	(3,758,664	)	$	20.70		$	51,505
Forfeited or cancelled	(217,126	)	$	37.04
Outstanding at March 31, 2014	4,538,518		$	20.30	3.98	$	66,314
Exercisable at March 31, 2014	3,461,150		$	21.62	2.67	$	46,526

The aggregate intrinsic value for options exercised in fiscal 2014, 2013, and 2012 was $51.5 million, $2.7 million, and $2.4 million, respectively. The aggregate intrinsic value at period end represents 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 March 31, 2014. This amount changes based upon changes in the fair market value of Acxiom’s stock.

Following is a summary of stock options outstanding as of March 31, 2014:

		Options outstanding				Options exercisable
Range of exercise price per share		Options outstanding	Weighted- average remaining contractual life	Weighted- average exercise price per share		Options exercisable	Weighted- average exercise price per share

$	6.32 - $ 8.90	39,668	3.86 years	$	8.74	39,668	$	8.74
$	11.08 - $ 14.42	1,740,249	6.25 years	$	13.21	983,048	$	13.00
$	15.10 - $ 19.76	690,795	2.40 years	$	16.39	681,013	$	16.37
$	20.44 - $ 25.00	1,214,122	3.87 years	$	22.68	923,289	$	23.07
$	26.08 - $ 29.30	221,452	0.73 years	$	27.67	221,452	$	27.67
$	32.60 - $ 39.12	487,141	0.69 years	$	36.35	467,589	$	36.50
$	40.88 - $ 62.06	145,091	1.26 years	$	41.89	145,091	$	41.89
		4,538,518	3.98 years	$	20.30	3,461,150	$	21.62

Restricted Stock Unit Activity

Non-vested time-vesting restricted stock units and changes during the year ended March 31, 2014 were as follows:

	Number of shares		Weighted average fair value per share at grant date (in thousands)		Weighted-average remaining contractual term (in years)
Outstanding at March 31, 2013	1,212,286		$	13.99	2.24
Granted	523,000		$	23.90
Vested	(482,185	)	$	13.86
Forfeited or cancelled	(175,072	)	$	16.42
Outstanding at March 31, 2014	1,078,029		$	18.46	2.17

During fiscal 2014, the Company granted time-vesting restricted stock units covering 523,000 shares of common stock with a value at the date of grant of $12.5 million. Of the restricted stock units granted in the current period, 442,103 vest in equal annual increments over four years, 25,000 vest in equal annual increments over two years, and 55,897 vest in one year. During fiscal 2013, the Company granted time-vesting restricted stock units covering 681,408 shares of common stock with a value at the date of grant of $9.6 million. Of the restricted stock units granted in fiscal 2013, 604,229 vest in equal annual increments over four years and 77,179 vested in one year. During fiscal 2012, the Company granted time-vesting restricted stock units covering 787,451 shares of common stock with a value at the date of grant of $10.4 million. Of the restricted stock units granted, 654,357 vest in equal annual increments over four years and 133,094 vested in one year. Valuation of time-vesting restricted stock units for all periods presented is equal to the quoted market price for the shares on the date of grant. The total fair value of time-vesting restricted stock units vested in fiscal 2014, 2013, and 2012 was $11.1 million, $6.9 million, and $6.9 million, respectively.

Non-vested performance-based restricted stock units and changes during the year ended March 31, 2014 were as follows:

	Number of shares		Weighted average fair value per share at grant date (in thousands)		Weighted-average remaining contractual term (in years)
Outstanding at March 31, 2013	863,721		$	11.52	1.63
Granted	237,861		$	24.59
Forfeited or cancelled	(34,754	)	$	18.93
Outstanding at March 31, 2014	1,066,828		$	14.19	0.91

During fiscal 2014, the Company granted performance-based restricted stock units covering 237,861 shares of common stock with a value at the date of grant of $5.8 million. All of the performance-based restricted stock units granted in the current period vest subject to attainment of performance criteria established by the compensation committee of the board of directors. The units granted in fiscal 2014 may vest in a number of shares from zero to 200% of the award, based on the attainment of an earnings-per-share target for fiscal 2016, with a modifier based on the total shareholder return of Acxiom stock compared to total shareholder return of a group of peer companies established by the committee for the period from April 1, 2013 to March 31, 2016. The value of the performance units is determined using a Monte Carlo simulation model. There were no performance-based restricted stock units vested in fiscal 2014.

During fiscal 2013, the Company granted performance-based restricted stock units covering 384,563 shares of common stock with a value at the date of grant of $5.2 million. All of the performance-based restricted stock units granted in fiscal 2013 vest subject to attainment of performance criteria established by the compensation committee of the board of directors. Of the units granted in fiscal 2013, 333,463 may vest in a number of shares from zero to 200% of the award, based on the attainment of an earnings-per-share target for fiscal 2015, with a multiplier based on the total shareholder return of Acxiom stock compared to total shareholder return of a group of peer companies established by the committee for the period from April 1, 2012 to March 31, 2015. The remaining 51,100 units represent inducement awards granted to an executive officer. The executive officer may vest in up to 100% of the inducement award based on price targets for the Company’s common stock during the determination period from January 26, 2013 to July 26, 2014. As of March 31, 2014, the price targets have been met and the units are expected to vest, at 100% of the award, during the second quarter of fiscal 2015. The value of the performance units is determined using a Monte Carlo simulation model. There were no performance-based restricted stock units vested in fiscal 2013.

During fiscal 2012, the Company granted performance-based restricted stock units covering 530,137 shares of common stock with a value at the date of grant of $5.4 million. All of the performance-based restricted stock units granted vest subject to attainment of performance criteria established by the compensation committee of the board of directors. Of the units granted, 172,945 may vest in a number of shares from zero to 200% of the award, based on the total shareholder return of Acxiom stock compared to total shareholder return of a group of peer companies established by the committee for the period from April 1, 2011 to March 31, 2014, with a multiplier based on an earnings-per-share growth rate during the performance period. As of March 31, 2014, certain of the performance criteria have been met and approximately 115,086 units are expected to vest, at 160% of the award, during the first quarter of fiscal 2015. The remaining 357,192 units represent inducement awards granted to the Company’s chief executive officer, chief financial officer, and chief revenue officer. The executive officers may vest in up to 100% of the award based on price targets for the Company’s common stock during the determination period from January 26, 2013 to July 26, 2014. As of March 31, 2014, the price targets have been met and the units are expected to vest, at 100% of the award, during the second quarter of fiscal 2015. The value of the performance units is determined using a Monte Carlo simulation model. The total fair value of performance-based restricted stock units vested in fiscal 2012 was $6.4 million.

The expense related to restricted stock was $11.6 million in fiscal 2014, $10.1 million in fiscal 2013, and $7.8 million in fiscal 2012. Future expense for these restricted stock units is expected to be approximately $10.3 million in fiscal 2015, $6.4 million in fiscal 2016, $2.6 million in fiscal 2017 and $0.6 million in fiscal 2018.

Qualified Employee Stock Purchase Plan

In addition to the share-based plans, the Company maintains a qualified employee stock purchase plan (“ESPP”) that permits substantially all employees to purchase shares of common stock at a price equal to the market price. The number of shares available for issuance at March 31, 2014 was approximately 0.9 million. Approximately 100,451 shares were purchased under the ESPP during the combined fiscal years 2014, 2013, and 2012. There was no expense to the Company for these share purchases.

Accumulated Other Comprehensive Income

The accumulated balances for each component of other comprehensive income are as follows (dollars in thousands):

	March 31, 2014			March 31, 2013
Foreign currency translation	$	13,686		$	12,175
Unrealized loss on interest rate swap	(24		)	(752		)
	$	13,662		$	11,423