8-KShareholder MattersRegulation FDExhibits & Filings

EQUIFAX INC 8-K Report, Shareholder Vote Results (May 9, 2011)

Filed May 9, 2011For Securities:EFX

Summary

This 8-K filing from Equifax Inc. (EFX) on May 9, 2011, reports the results of its annual shareholder meeting held on May 5, 2011. The primary focus is on the voting outcomes for several key corporate matters. Investors will note that all six director nominees were re-elected, and the appointment of Ernst & Young LLP as the independent auditor for fiscal year 2011 was ratified with overwhelming support. Furthermore, the filing indicates shareholder approval, on an advisory basis, of executive compensation and the frequency of future advisory votes on executive compensation. The majority of votes cast favored holding an annual advisory vote on executive compensation, a sentiment the Board of Directors intends to follow. An additional important disclosure, made under Regulation FD, is the authorization of an additional $150 million share repurchase program, supplementing an existing authorization.

Key Highlights

  • 1All six director nominees were re-elected to one-year terms, indicating shareholder confidence in the current board leadership.
  • 2The appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2011 was ratified with strong shareholder approval.
  • 3Shareholders approved, on an advisory (non-binding) basis, the company's executive compensation practices.
  • 4A significant majority of shareholders voted in favor of holding advisory votes on executive compensation annually.
  • 5The Board of Directors intends to follow the shareholder's preference for annual advisory votes on executive compensation.
  • 6Equifax announced an additional $150 million authorization for its common stock repurchase program.
  • 7The new repurchase authorization is in addition to approximately $104.5 million remaining from a previous program.

Frequently Asked Questions

The key outcomes included the re-election of all six director nominees, ratification of Ernst & Young LLP as the independent auditor for fiscal year 2011, approval of executive compensation on an advisory basis, and approval of holding future advisory votes on executive compensation annually.

The advisory vote on executive compensation is non-binding. However, it provides shareholders with a voice to express their approval or disapproval of the company's compensation policies for its top executives. The strong majority in favor indicates shareholder satisfaction with the current compensation structure.

Following the shareholder vote, the Board of Directors intends to hold an advisory shareholder vote on executive compensation on an annual basis until at least the next required vote on frequency, which is expected by the 2017 Annual Meeting of Shareholders.

Equifax's Board of Directors authorized an additional $150 million for common stock repurchases. This is a supplement to the existing share repurchase program, which had approximately $104.5 million unused authorization as of March 31, 2011.