8-KCorporate ChangesOther EventsExhibits & Filings

EQUIFAX INC 8-K Report, Bylaw Amendment (Nov 12, 2009)

Filed November 12, 2009For Securities:EFX

Summary

Equifax Inc. (EFX) filed an 8-K on November 12, 2009, reporting changes approved by its Board of Directors on November 6, 2009. The most significant updates for investors concern the compensation of non-employee directors, designed to align with current best practices and peer group compensation. These changes aim to reflect the substantial time commitment required of directors and ensure fair compensation while maintaining transparency and adherence to governance standards. The company has also made a policy adjustment regarding director tenure, increasing the mandatory retirement age for non-employee directors. These adjustments, effective in late 2009 and early 2010, reflect Equifax's effort to maintain competitive and appropriate governance and compensation structures.

Key Highlights

  • 1The mandatory retirement age for non-employee directors has been increased from 70 to 72, effective November 6, 2009.
  • 2Effective January 1, 2010, Equifax is eliminating meeting fees for non-employee directors.
  • 3The annual retainer for non-employee directors will increase from $40,000 to $60,000, effective January 1, 2010.
  • 4Supplemental annual retainers are being introduced for committee chairs: $7,500 for the Audit Committee Chair and $2,500 for the Compensation, Human Resources & Management Succession Committee Chair.
  • 5All continuing directors will receive an annual stock grant (RSUs) valued at $125,000, vesting over one year, effective after the next annual shareholder meeting.
  • 6New directors will receive a one-time initial stock grant (RSUs) valued at $175,000, vesting over three years.
  • 7The company notes that its director compensation had fallen below peer group levels and a fixed number of shares (rather than a fixed value) no longer reflected best practices.

Frequently Asked Questions

The primary reason is to align Equifax's director compensation with current best practices and peer group compensation levels. The company stated that its previous compensation structure had not been updated significantly since 2005-2006 and had fallen below mainstream levels for companies of similar size, failing to reflect the substantial time commitment required of board members.

The elimination of meeting fees ($1,500 per meeting attended) is being offset by a significant increase in the annual retainer and the introduction of stock grants. For directors who attended many meetings, this shift moves compensation from a variable, per-meeting basis to a more stable, fixed annual structure, with a greater emphasis on equity.

The annual stock grant, now a fixed value of $125,000 in RSUs vesting over one year, signifies a shift towards performance and long-term alignment for directors. This replaces a previous system of a fixed number of shares, which meant the dollar value could fluctuate significantly and had been decreasing in recent years.

Yes, the mandatory retirement age for non-employee directors has been increased from 70 to 72. This change, effective November 6, 2009, allows for greater flexibility in retaining experienced directors.