EXHIBIT 6
IRREVOCABLE PROXY
IRREVOCABLE PROXY, dated as of May 26, 1998, by and between Acxiom
Corporation, a Delaware corporation (the "Parent"), and Xxxxxxxx X. Xxxx (the
"Stockholder").
WHEREAS, concurrently with the execution and delivery of this Agreement,
the Parent, ACX Acquisition Co., Inc. a Delaware corporation and a wholly owned
subsidiary of Parent ("Sub"), and May & Xxxx, Inc. (the "Company") are entering
into an Agreement and Plan of Merger, dated as of May 26, 1998 (the "Merger
Agreement"), providing, among other things, for the merger (the "Merger") of Sub
with and into the Company, as a result of which each of the outstanding shares
of Common Stock, par value $.01 per share, of the Company (the "Company Common
Stock") will be converted into the right to receive .80 of a share of the Common
Stock, par value $.10 per share, of Parent (the "Parent Common Stock"), and the
Company will become a wholly owned subsidiary of Parent; and
WHEREAS, the Stockholder is the owner of record of an aggregate of 70,000
shares (the "Shares") of the Company Common Stock and the Stockholder is the
owner beneficially of an additional 1,759,224 shares of Company Common Stock;
and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has requested that the Stockholder agree, and the Stockholder
has agreed, to grant Parent an irrevocable proxy (the "Proxy") with respect to
the Shares, upon the terms and subject to the conditions hereof;
NOW, THEREFORE, to induce Parent to enter into the Merger Agreement and in
consideration of the aforesaid and the mutual representations, warranties,
covenants and agreements set forth herein and in the Merger Agreement, the
parties hereto agree as follows:
1. The Stockholder hereby constitutes and appoints Parent, during the
term of this Agreement as the Stockholder's true and lawful proxy and attorney-
in-fact, with full power of substitution, to vote all of the Shares (and any and
all securities issued or issuable in respect thereof) which Stockholder is
entitled to vote, for and in the name, place and stead of the Stockholder, at
any annual, special or other meeting of the stockholders of the Company, and at
any adjournment or adjournments thereof, or pursuant to any consent in lieu of a
meeting or otherwise, in favor of any proposal to approve and adopt the Merger
Agreement and any transactions contemplated thereby. All power and authority
hereby conferred is coupled with an interest and is irrevocable. In the event
that Parent is unable to exercise such power and authority for any reason, the
Stockholder agrees that he will vote all the Shares in favor of approval and
adoption of the Merger Agreement and the transactions contemplated thereby, at
any such meeting or adjournment thereof, or provide his written consent thereto.
2. The Stockholder hereby covenants and agrees that the Stockholder will
not, and will not agree to, directly or indirectly, sell, transfer, assign,
pledge, hypothecate, cause to be redeemed or otherwise dispose of any of the
Shares or grant any proxy or interest in or with respect to such Shares or
deposit such Shares into a voting trust or enter into a voting agreement or
arrangement with respect to such Shares. The Stockholder further covenants and
agrees that the Stockholder will not initiate or solicit, directly or
indirectly, any inquiries or the making of any proposal with respect to engage
in negotiations concerning, provide any confidential information or data to, or
have any discussions with, any person relating to, any acquisition,
business combination or purchase of all or any significant portion of the assets
of, or any equity interest in (other than the Shares), the Company or any
subsidiary thereof; provided, however, nothing contained herein shall be deemed
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to prohibit the Stockholder from exercising his fiduciary duties as a director
of the Company pursuant to applicable law.
3. The Stockholder represents and warrants to Parent, that the Shares
consist of 70,000 shares of Company Common Stock owned beneficially and of
record by the Stockholder on the date hereof; such Shares together with the
additional 1,759,224 shares of Company Common Stock owned beneficially by the
Stockholder are all of the securities of the Company owned of record or
beneficially by the Stockholder on the date hereof, the Stockholder owns the
Shares free and clear of all liens, charges, claims, encumbrances and security
interests of any nature whatsoever; and except as provided herein, the
Stockholder has not granted any proxy with respect to the Shares, deposited such
Shares into a voting trust or entered into any voting agreement or other
arrangement with respect to such Shares.
4. Any shares of Company Common Stock issued to the Stockholder upon the
exercise of any stock options that are currently exercisable or become
exercisable during the term of this Agreement shall be deemed Shares for
purposes of this Agreement.
5. This Proxy shall be governed by and construed in accordance with the
laws of the State of Delaware without giving effect to the provisions thereof
relating to conflicts of law.
6. This Proxy shall be binding upon, inure to the benefit of, and be
enforceable by the successors and permitted assigns of the parties hereto. This
Proxy and the rights hereunder may not be assigned or transferred by Parent,
except that Parent may assign its rights hereunder to any direct or indirect
subsidiary.
7. This Proxy shall terminate at the earlier of (i) the effectiveness of
the Merger, or (ii) the termination of the Merger Agreement in accordance with
its terms, or (iii) upon notice of termination given by Parent to the
Stockholder.
8. This Proxy is granted in consideration of the execution and delivery
of the Merger Agreement by Parent. The Stockholder agrees that such Proxy is
coupled with an interest sufficient in law to support an irrevocable power and
shall not be terminated by any act of the Stockholder, by lack of appropriate
power or authority or by the occurrence of any other event or events.
9. The parties acknowledge and agree that performance of their respective
obligations hereunder will confer a unique benefit on the other and that a
failure of performance will not be compensable by money damages. The parties
therefore agree that this Proxy shall be specifically enforceable and that
specific enforcement and injunctive relief shall be available to Parent and the
Stockholder for any breach of any agreement, covenant or representation
hereunder. This Proxy shall revoke all prior proxies given by the Stockholder
at any time with respect to the Shares.
10. The Stockholder will, upon request, execute and deliver any additional
documents and take such actions as may reasonably be deemed by Parent to be
necessary or desirable to complete the Proxy granted herein or to carry out the
provisions hereof.
11. If any term, provision, covenant, or restriction of this Proxy is held
by a court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms,
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provisions, covenants and restrictions of this Proxy shall remain in full force
and effect and shall not in any way be affected, impaired or invalidated.
12. This Proxy may be executed in two counterparts, each of which shall be
deemed to be an original but both of which together shall constitute one and the
same document.
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IN WITNESS WHEREOF, Parent and the Stockholder have caused this Proxy to be
duly executed on the date first above written.
/s/ Xxxxxxxx X. Xxxx
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XXXXXXXX X. XXXX
ACXIOM CORPORATION
By /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President and CEO
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