8-KLeadership ChangesMaterial AgreementsExhibits & Filings

EQUIFAX INC 8-K Report, Material Agreement (Nov 3, 2004)

Filed November 3, 2004For Securities:EFX

Summary

Equifax Inc. (EFX) filed an 8-K on November 3, 2004, primarily detailing changes to its director compensation structure and the termination of certain non-shareholder-approved stock plans. Effective January 1, 2005, the company will shift the equity component of director compensation from stock options to restricted stock units (RSUs), while increasing meeting fees to enhance competitiveness and align with future market practices, particularly concerning stock option expensing. Key changes include annual grants of 3,000 deferred shares to directors (down from 7,000 stock options), a new one-time grant of 4,000 deferred shares for new and existing directors, and the establishment of stock ownership guidelines requiring directors to hold stock valued at four times their annual cash retainer ($140,000). Additionally, the company is terminating three equity incentive plans not requiring shareholder approval, except for outstanding grants, and plans to issue future equity awards under the shareholder-approved 2000 Stock Incentive Plan. Dr. Louis W. Sullivan also retired from the Board of Directors.

Key Highlights

  • 1Equifax is transitioning director equity compensation from stock options to restricted stock units (RSUs) effective January 1, 2005.
  • 2Annual director equity grants will change from 7,000 stock options to 3,000 deferred shares.
  • 3Meeting fees for Board and Committee meetings will increase from $1,000 to $1,500 per meeting.
  • 4New stock ownership guidelines mandate non-employee directors own stock valued at least four times their annual cash retainer ($140,000) within four years.
  • 5Three previously approved stock incentive plans not requiring shareholder approval are being terminated, with awards continuing under the 2000 Stock Incentive Plan.
  • 6Dr. Louis W. Sullivan retired from the Board of Directors on November 3, 2004, due to the company's retirement policy.

Frequently Asked Questions

Equifax is revising its director compensation to make it more competitive, align with expected future market practices (especially regarding stock option expensing), and more closely link directors' equity compensation with shareholder interests. The shift to RSUs is a significant part of this strategy.

Directors will receive fewer equity awards annually (3,000 deferred shares vs. 7,000 stock options), but the RSUs are restricted and vest over time or upon specific events like retirement or change in control. This change is intended to better reflect long-term value creation and align director interests with shareholders, while also preparing for potential stock option expensing requirements.

Yes, the termination of the Non-Approved Plans and the shift in compensation structure does not affect outstanding grants. The terms and conditions applicable to existing outstanding equity awards remain unchanged.

Non-employee directors will be required to own Equifax stock valued at a minimum of $140,000 (four times the annual cash retainer). They will have four years from their election date (or by the 2008 annual meeting for current directors) to meet this requirement.