8-KMaterial Agreements

EQUIFAX INC 8-K Report, Material Agreement (Feb 9, 2005)

Filed February 9, 2005For Securities:EFX

Summary

This Form 8-K filing by Equifax Inc. on February 9, 2005, details actions taken by the Compensation, Human Resources and Management Succession Committee of the Board of Directors on February 3, 2005. The report primarily focuses on executive compensation, including the approval of cash awards under the 2004 Annual Incentive Plan (AIP) and long-term incentive awards under the 2000 Stock Incentive Plan. It also outlines adjustments to the Executive Life and Supplemental Retirement Plan, notably eliminating the retirement benefit component and modifying the life insurance provisions in light of regulatory changes. Key information for investors includes the specific cash bonuses and equity awards granted to named executive officers for their 2004 performance and future incentives. The filing also provides the new annual base salaries for these executives and details significant amendments to the supplemental retirement plan, which shift its focus solely to life insurance benefits and adjust vesting and payout terms for terminated employees. These changes reflect Equifax's response to regulatory requirements and competitive compensation practices.

Key Highlights

  • 1Approval of 2004 cash awards to named executive officers under the Annual Incentive Plan, with actual awards ranging from 0% to 200% of target based on performance metrics (EPS, revenue, individual objectives).
  • 2Granting of long-term incentive awards for 2005, including deferred share units and stock options, to named executive officers.
  • 3Specific details of Thomas F. Chapman's transition agreement, including a significant portion of his 2005 long-term incentive award being paid in cash ($1,350,000) and deferred share units.
  • 4Establishment of new annual base salaries for named executive officers, reflecting performance and market data.
  • 5Amendment of the Executive Life and Supplemental Retirement Plan to remove retirement benefits and focus exclusively on life insurance benefits, aligning with Sarbanes-Oxley Act (SOX) compliance.
  • 6Modification of vesting and 'rollout' provisions for executives terminated due to job elimination under the amended Supplemental Plan.

Frequently Asked Questions

The committee approved cash awards for 2004 performance under the Annual Incentive Plan and granted long-term incentive awards (stock options and deferred share units) for the future. They also set new annual base salaries for the named executive officers.

Executive bonuses are determined by performance against pre-determined goals, with earnings per share (EPS) weighted at 65%, revenue at 15%, and individual management objectives at 20% of the targeted incentive. Actual awards can range from 0% to 200% of the bonus target.

The plan was amended to eliminate the retirement benefit component, providing only life insurance benefits. This change aligns with Sarbanes-Oxley Act prohibitions against loans to executive officers. Provisions for tax gross-ups on imputed interest charges and modified vesting/rollout for terminated executives were also implemented.

Mr. Chapman's award is subject to his previously disclosed Transition Agreement. He will receive half of his 2005 long-term incentive award value in cash ($1,350,000) and the remainder in deferred share units valued at $1,350,000, contingent on fulfilling his obligations under the agreement.