8-KLeadership ChangesExhibits & Filings

EQUIFAX INC 8-K Report, Executive Changes (Feb 15, 2012)

Filed February 15, 2012For Securities:EFX

Summary

Equifax Inc. (EFX) filed an 8-K on February 15, 2012, reporting changes to its executive compensation structure, effective February 10, 2012. The Compensation, Human Resources and Management Succession Committee granted Performance Shares and Restricted Stock Units (RSUs) to certain executive employees, including Named Executive Officers (NEOs). This move signals a strategic shift towards aligning executive pay more directly with shareholder value creation, specifically through total shareholder return (TSR) performance relative to the S&P 500. Under the new program, at least half of the long-term incentive awards for NEOs and other senior executives will be in the form of Performance Shares. These shares are earned based on Equifax's TSR performance against a comparator group of S&P 500 companies over a three-year period. The payout structure is tiered, ranging from zero to 200% of the target award, contingent on Equifax's TSR percentile ranking within the peer group. This initiative aims to incentivize executives to drive stock price appreciation and dividend performance that outpaces market benchmarks, thereby enhancing long-term shareholder returns.

Key Highlights

  • 1Effective February 10, 2012, Equifax implemented changes to its executive long-term incentive program.
  • 2New awards include Performance Shares and time-vested Restricted Stock Units (RSUs) under the 2008 Omnibus Incentive Plan.
  • 3At least 50% of target long-term incentive awards for NEOs and senior executives will now be Performance Shares.
  • 4Performance Shares are tied to Equifax's Total Shareholder Return (TSR) relative to companies in the S&P 500 index over a three-year period.
  • 5Payout for Performance Shares ranges from 0% to 200% of the target award, based on a tiered percentile ranking of Equifax's TSR compared to the comparator group.
  • 6RSUs vest over a three-year period from the grant date.
  • 7This compensation structure aims to closely align executive incentives with shareholder value and market performance.

Frequently Asked Questions

The primary goal is to more closely align the long-term incentives of executives with the company's total shareholder return (TSR) performance relative to the broader market (S&P 500). This is intended to incentivize executives to drive shareholder value.

Performance Shares are earned based on Equifax's cumulative TSR over a three-year period, compared to the TSR of companies in the S&P 500. The payout percentage (ranging from 0% to 200% of the target award) is determined by Equifax's percentile ranking within this comparator group.

TSR measures the total return to shareholders over a specific period, combining stock price appreciation and reinvested dividends. It is a key metric for assessing investment performance.

The Performance Shares are earned based on achieving performance targets over a three-year period. The RSUs have a time-vesting schedule, meaning they vest over three years from the grant date.