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 2, 2014

 

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.

 

 

 

The 2014 Annual Meeting of Shareholders (the “Annual Meeting”) of Equifax Inc. (the “Company”) was held on May 2, 2014. There were 121,863,151 shares of common stock outstanding and entitled to be voted, and 110,529,753 of those shares (90.69% of the outstanding shares on the March 4, 2014 record date for the Annual Meeting) were represented in person or by proxy at the Annual Meeting.

 

Three items of business were acted upon by the shareholders of the Company at the Annual Meeting:

 

  1. The election of ten directors to serve until the 2015 Annual Meeting of Shareholders and until their successors are duly elected and qualified;

 

 

2.

 

 

3.

 

Ratification of the action of the Audit Committee of the Board of Directors appointing Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2014;

 

An advisory vote to approve named executive officer compensation as disclosed in the proxy statement filed with the Securities and Exchange Commission on March 18, 2014 (the “Proxy Statement”) relating to the Annual Meeting.

 

 

The shareholders elected all ten of the Company’s nominees for director; ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014; and approved the advisory vote on named executive officer compensation.

 

1.Election of Directors:
   

 

Shares For

   Shares
Against		   Shares
Abstaining
             
James E. Copeland, Jr.   99,489,926   1,920,520   612,384
Robert D. Daleo   95,600,898   5,808,272   613,660
Walter W. Driver, Jr.   85,800,256   15,607,974   614,600
Mark L. Feidler   100,494,719   1,057,013   471,098
L. Phillip Humann   93,936,433   7,141,556   944,841
Robert D. Marcus   100,970,663   573,465   478,702
Siri S. Marshall   94,442,087   7,135,968   444,775
John A. McKinley   100,080,794   1,334,494   607,542
Richard F. Smith   98,611,525   2,435,743      975,562
Mark B. Templeton   95,533,071   5,829,944   659,815

 

There were 8,506,923 broker non-votes with respect to each director nominee listed above.

 

Accordingly, each of the ten nominees received a majority of the votes cast in favor of that director’s election and was elected.

  

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2.Ratification of Appointment of Independent Registered Public Accounting Firm:

 

       
Votes For   107,697,519  
Votes Against   2,069,756  
Abstentions   762,478  

 

There were no broker non-votes on this proposal.

 

Accordingly, a majority of the votes cast on the ratification of the auditors were in favor of the proposal and the appointment of Ernst & Young LLP as independent auditors for 2014 was ratified.

 

3.Advisory Vote on Named Executive Officer Compensation:

 

Votes For   75,446,330  
Votes Against   25,755,011  
Abstentions   821,489  

 

There were 8,506,923 broker non-votes on this proposal.

 

Accordingly, a majority of the votes cast on the advisory vote to approve named executive compensation were in favor of approval of the Company’s named executive officer compensation as disclosed in the Proxy Statement.

 

 

 

SIGNATURE

 

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.

 

 

 

  EQUIFAX INC.  
     
     
Dated: May 7, 2014    
     
  /s/ Dean C. Arvidson  
  Dean C. Arvidson  
  Senior Vice President and    
  Corporate Secretary  

 

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