8-KLeadership ChangesMaterial AgreementsCorporate Changes+1

EQUIFAX INC 8-K Report, Material Agreement (May 14, 2009)

Filed May 14, 2009For Securities:EFX

Summary

This Form 8-K filing from Equifax Inc., dated May 14, 2009, primarily details two significant corporate governance changes approved by the Board of Directors and subsequently by shareholders. Firstly, the company has entered into material definitive agreements by approving indemnification agreements for all directors and senior officers. These agreements aim to provide comprehensive protection, including the advancement of legal fees, to the fullest extent permitted by Georgia law, reinforcing the company's commitment to its leadership. Secondly, the filing outlines the successful shareholder approval of key governance reforms at the May 8, 2009 Annual Meeting. These include the declassification of the Board of Directors, moving towards annual elections for all directors by 2012, and the adoption of a majority voting standard for director elections in uncontested situations, effective for the 2010 meeting. These changes reflect a move towards enhanced corporate governance and increased shareholder influence.

Key Highlights

  • 1Equifax Inc. has entered into indemnification agreements with its directors and senior officers, supplementing existing protections and covering legal fees.
  • 2These indemnification agreements are designed to provide protection to the fullest extent permitted by Georgia law.
  • 3Shareholders approved the declassification of the Board of Directors at the 2009 Annual Meeting.
  • 4The transition to annual director elections will be fully implemented by the 2012 Annual Meeting.
  • 5Shareholders approved a majority voting standard for uncontested director elections, effective for the 2010 Annual Meeting.
  • 6These corporate governance changes demonstrate a commitment to enhanced accountability and shareholder rights.
  • 7The amendments to the Articles of Incorporation and Bylaws became effective on May 14, 2009, upon filing with the Georgia Secretary of State.

Frequently Asked Questions

Equifax's 8-K filing from May 14, 2009, highlights two major corporate governance changes: the implementation of comprehensive indemnification agreements for directors and senior officers, and the shareholder approval of declassifying the board and adopting majority voting for directors in uncontested elections.

The indemnification agreements ensure that Equifax's directors and senior officers will be indemnified to the fullest extent permitted by Georgia law, including the advancement of legal expenses. This aims to protect leadership from potential liabilities arising from their service, encouraging continued dedication and risk-taking.

The transition to electing all directors annually is a phased process. Following shareholder approval, the company will move towards this structure, with all directors expected to be elected annually for one-year terms by the 2012 Annual Meeting of Shareholders.

A majority voting standard, approved by Equifax shareholders, means that in uncontested director elections, a nominee must receive more 'for' votes than 'against' votes to be elected. This is a shift from the previous plurality standard and aims to give shareholders more direct influence over director appointments.