UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 3, 2012
EQUIFAX INC.
(Exact name of registrant as specified in Charter)
Georgia | 001-06605 | 58-0401110 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1550 Peachtree Street, N.W., Atlanta, Georgia | 30309 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (404) 885-8000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 3, 2012, Equifax Inc. (the “Company”) held its annual meeting of shareholders in Atlanta, Georgia (the “Annual Meeting”). At the Annual Meeting, the holders of 102,722,481 shares of common stock, which represents approximately 85 percent of the 120,182,226 outstanding shares entitled to vote as of the record date of March 5, 2012, were represented in person or by proxy.
The final results of voting on each of the matters submitted to a vote of security holders during the Annual Meeting are set forth below.
1. | Votes regarding the election of the nominees listed below as directors of the Company were as follows: |
Director | For | Against | Abstain | |||
James E. Copeland, Jr. | 87,168,224 | 4,025,772 | 259,615 | |||
Robert D. Daleo | 86,705,815 | 4,492,282 | 255,514 | |||
Walter W. Driver, Jr. | 76,917,881 | 14,283,883 | 251,847 | |||
Mark L. Feidler | 87,168,660 | 4,035,564 | 249,387 | |||
L. Phillip Humann | 76,553,480 | 14,062,784 | 837,347 | |||
Siri S. Marshall | 86,082,581 | 5,124,615 | 246,415 | |||
John A. McKinley | 87,141,797 | 4,060,730 | 251,084 | |||
Richard F. Smith | 85,533,990 | 5,672,158 | 247,463 | |||
Mark B. Templeton | 86,217,798 | 4,986,171 | 249,642 |
There were 11,268,870 broker non-votes with respect to each director nominee listed above.
Based on the votes set forth above, the foregoing persons were duly elected to serve as directors for a term expiring at the annual meeting of shareholders in 2013 or until their respective successors have been duly elected and qualified or the director’s earlier resignation, death or removal.
2. | The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2012 received the following votes: |
Votes for approval | 101,219,109 |
Votes against approval | 1,353,159 |
Abstentions | 150,713 |
There were no broker non-votes on this proposal.
Based on the votes set forth above, the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company to serve for 2012 was duly ratified by the Company’s shareholders.
3. | The nonbinding advisory resolution to approve executive compensation received the following votes: |
Votes for approval | 70,355,504 |
Votes against approval | 20,666,755 |
Abstentions | 431,352 |
There were 11,268,870 broker non-votes on this resolution.
Based on the votes set forth above, the nonbinding advisory resolution to approve executive compensation was approved.
Item 7.01 Regulation FD Disclosure.
The information disclosed under Item 5.07 is incorporated in this item by reference.
On May 3, 2012, the Company issued a press release announcing, among other matters disclosed, that its Board of Directors has authorized the repurchase of up to an additional $200 million of its common stock in connection with a previously authorized share repurchase program. This amount is in addition to the approximately $112.1 in unused Board authorization which was available at March 31, 2012 under the existing share repurchase program. Repurchases under the program will be effected from time to time through open market and privately negotiated transactions, subject to market conditions. The program has no stated expiration date. A copy of this press release is furnished as Exhibit 99.1 to this Form 8-K.
The information provided in Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(c)
Exhibit No. | Description | |
99.1 | Press release of Equifax Inc. dated May 3, 2012 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 4, 2012 | EQUIFAX INC. |
/s/ Kent E. Mast | |
Kent E. Mast | |
Corporate Vice President and Chief Legal Officer |
Exhibit Index
The following exhibit is being furnished with this report:
Exhibit No. | Description | |
99.1 | Press release of Equifax Inc. dated May 3, 2012 |
EXHIBIT 99.1
1550 Peachtree Street, N.W. Atlanta, Georgia 30309
Contact Information: | |
Jeff Dodge | Tim Klein |
Investor Relations | Media Relations |
(404) 885-8300 | (404) 885-8555 |
jeff.dodge@equifax.com | tim.klein@equifax.com |
Equifax Board of Directors Declares Quarterly Dividend;
Authorizes Additional $200-Million Stock Repurchase Program
ATLANTA, GA, May 3, 2012 — Equifax Inc. (NYSE: EFX) today announced that the Board of Directors has declared a quarterly dividend of $0.18 per share, payable on June 15, 2012, to shareholders of record at the close of business on May 25, 2012. Equifax has paid cash dividends for 98 consecutive years.
Equifax also announced that the Board of Directors has authorized the repurchase of up to an additional $200 million of the company’s common stock. Stock repurchases under this program may be made through open-market and privately negotiated transactions at times and in such amounts as management deems appropriate. The stock repurchase program does not have an expiration date and may be limited or terminated at any time without prior notice.
“Equifax continues to drive total shareholder return through organic growth and investment in key strategic initiatives while maintaining a strong balance sheet, paying a dividend and repurchasing shares in the open market,” said Richard F. Smith, Equifax Chairman and CEO. “The Board's decision to expand the authorization level for share repurchases underscores the confidence they have in the future of Equifax.”
About Equifax (www.equifax.com)
Equifax is a global leader in consumer, commercial and workforce information solutions, that provides businesses of all sizes and consumers with insight and information they can trust. Equifax organizes and assimilates data on more than 500 million consumers and 81 million businesses worldwide, and uses advanced analytics and proprietary technology to create and deliver customized insights that enrich both the performance of businesses and the lives of consumers.
Headquartered in Atlanta, Equifax operates or has investments in 18 countries and is a member of Standard & Poor’s (S&P) 500® Index. Its common stock is traded on the New York Stock Exchange (NYSE) under the symbol EFX. For more information, please visit www.equifax.com.
Forward-Looking Statements
Management believes certain statements in this dividend release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the timing, consistency and amount of future dividend payments, share repurchases, investment in strategic growth initiatives and achievement of long-term growth targets. These statements are made on the basis of management’s views and assumptions regarding future events and business performance as of the time the statements are made. Management does not undertake any obligation to update any forward-looking statements. The declaration and payment of future dividends remain at the discretion of the Board of Directors and will be determined based on the Company’s financial results, cash and liquidity requirements, future prospects and other factors deemed relevant by the Board.
Actual results may differ materially from those expressed or implied. Such differences may result from actions taken by Equifax, including restructuring or strategic initiatives (including capital investments or asset acquisitions or dispositions), as well as from developments beyond Equifax’s control, including, but not limited to, changes in worldwide and U.S. economic conditions that materially impact consumer spending, consumer debt and employment and the demand for Equifax's products and services. Other risk factors include our ability to develop new products and services, respond to pricing and other competitive pressures, complete and integrate acquisitions and other investments and achieve targeted cost efficiencies; risks relating to illegal third party efforts to access data; changes in laws and regulations governing our business, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulations, federal or state responses to identity theft concerns; and the outcome of our pending litigation. Certain additional factors are set forth in Equifax’s Annual Report on Form 10-K for the year ended December 31, 2011 under Item 1A, “Risk Factors”, and our other filings with the Securities and Exchange Commission.
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