EXHIBIT 2
IRREVOCABLE PROXY
IRREVOCABLE PROXY, dated as of May 26, 1998, by and between May &
▇▇▇▇, Inc., a Delaware corporation (the "Company"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the
"Stockholder").
WHEREAS, concurrently with the execution and delivery of this
Agreement, Acxiom Corporation, a Delaware Corporation ("Parent"), ACX
Acquisition Co., Inc. a Delaware corporation and a wholly owned subsidiary of
Parent ("Sub"), and 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 beneficially and of record of an
aggregate of 4,112,425 shares (the "Parent Shares") of the Parent Common Stock,
of which 297,654 shares are in respect of options exercisable within 60 days of
the date hereof; and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, the Company has requested that the Stockholder agree, and the
Stockholder has agreed, to grant the Company an irrevocable proxy (the "Proxy")
with respect to the Parent Shares, upon the terms and subject to the conditions
hereof;
1
NOW, THEREFORE, to induce the Company 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 the Company,
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 Parent
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
Parent, 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
the issuance of the shares of Common Stock pursuant to 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 the Company is
unable to exercise such power and authority for any reason, the Stockholder
agrees that he will vote all the Parent Shares in favor of approval of the
issuance of the shares of Common Stock pursuant to 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
Parent Shares or grant any proxy or interest in or with respect to such Parent
Shares or deposit such Shares into a voting trust or enter into a voting
agreement or arrangement with respect to such Parent Shares other than in
respect of transactions not prohibited by the terms of the Merger Agreement.
2
3. The Stockholder represents and warrants to the Company, that the
Parent Shares consist of 3,814,771 shares of Parent Common Stock owned
beneficially and of record by the Stockholder on the date hereof; such Parent
Shares are all of the securities of the Parent owned of record or beneficially
by the Stockholder on the date hereof, except for 297,654 shares of Parent
Common Stock as to which the Stockholder holds stock options exercisable within
60 days of the date hereof; the Stockholder owns the Parent 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 Parent Shares, deposited such Parent
Shares into a voting trust or entered into any voting agreement or other
arrangement with respect to such Parent Shares.
4. Any shares of Parent 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 Parent 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 the
Company, except that the Company 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 the
Company to the Stockholder.
3
8. This Proxy is granted in consideration of the execution and
delivery of the Merger Agreement by the Company. 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 the
Company 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 Parent Shares.
10. The Stockholder will, upon request, execute and deliver any
additional documents and take such actions as may reasonably be deemed by the
Company 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, 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.
4
IN WITNESS WHEREOF, the Company and the Stockholder have caused this
Proxy to be duly executed on the date first above written.
_______________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
MAY & ▇▇▇▇, INC.
By ________________________________
Name:
Title:
