Attached files
| file | filename |
|---|---|
| EX-10.1 - EQUIFAX INC | v182108_ex10-1.htm |
| EX-10.3 - EQUIFAX INC | v182108_ex10-3.htm |
| EX-99.1 - EQUIFAX INC | v182108_ex99-1.htm |
| EX-10.2 - EQUIFAX INC | v182108_ex10-2.htm |
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): April 20, 2010
EQUIFAX
INC.
(Exact
name of registrant as specified in Charter)
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Georgia
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001-06605
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58-0401110
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||
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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1550 Peachtree Street, N.W.
Atlanta, Georgia
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30309
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|||
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(Address of principal executive offices)
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(Zip Code)
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|||
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:
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¨
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Executive
Compensation Actions
On
April 20, 2010, the Compensation, Human Resources and Management Succession
Committee (the “Committee”) of the Board of Directors of Equifax Inc. (the
“Company”) approved annual long-term incentive (“LTI”) award opportunities for
named executive officers pursuant to the Company’s shareholder-approved 2008
Omnibus Incentive Plan (the "Plan"). The named executive officers
include Richard F. Smith, Chairman and Chief Executive Officer; Lee Adrean,
Corporate Vice President and Chief Financial Officer; Coretha M. Rushing,
Corporate Vice President and Chief Human Resources Officer; Kent E. Mast,
Corporate Vice President and Chief Legal Officer; and William W. Canfield,
President, TALX.
The
Committee approved the following annual stock option and performance-based
restricted stock unit awards to the named executive officers effective as of
April 30, 2010:
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Named Executive Officer
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Stock Options
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Maximum Number of
Qualified Performance-Based
Restricted Stock Units
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||||||
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R.
Smith
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190,000 | 80,000 | ||||||
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L.
Adrean
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32,000 | 19,000 | ||||||
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C.
Rushing
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25,000 | 12,000 | ||||||
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K.
Mast
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25,000 | 12,000 | ||||||
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W.
Canfield
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25,000 | 12,000 | ||||||
The stock
options are non-qualified, have a ten-year term and vest 33-1/3% on the first
anniversary of the grant date and 33-1/3% on each of the next two grant date
anniversaries if the officer remains employed by the Company on those dates or
has retired, subject to acceleration in the event of a change in control and
adjustment in certain events.
The
qualified performance-based restricted stock units awards have both time-based
and performance-based vesting conditions. The awards provide
for a three-year vesting period from the date of grant if the officer
remains actively employed by the Company, subject to acceleration if the
termination is due to death, disability or change in control, and adjustment in
certain events. Awards will no longer vest immediately upon an
executive's retirement as is the case with prior awards. The awards
also require the achievement of certain applicable performance-based vesting
conditions which reflect the Company's intention to qualify, to the extent
practicable, compensation paid to officers as tax deductible, subject to the
deductibility limitations of Section 162(m) of the Internal Revenue
Code. The maximum number of shares listed above for each executive
officer that vests on the vesting date will be equal in value to one-half of one
percent (or one and one-half percent in the case of the Chief
Executive Officer) of the sum of the Company's cumulative operating income for
the period April 1, 2010 through December 31, 2012, as determined by the
Committee in accordance with the Plan, divided by the fair market value of a
share on the vesting date.
Copies of
the form of non-qualified stock option award agreement, qualified
performance-based restricted stock unit award agreement (senior leadership team)
and restricted stock unit award agreement (non-senior leadership team employees)
are attached to this report as Exhibits 10.1, 10.2, and 10.3, respectively, and
incorporated herein by reference.
2
Director
and Executive Officer Retirement
On April
26, 2010, William W. Canfield, a member of the Company's Board of Directors,
President of the Company’s TALX business unit and a named executive officer,
announced his intention to retire from the Board effective as of June 1,
2010. Mr. Canfield will retire as President of TALX effective June 1,
2010, and as an officer of the Company effective December 31, 2010, after
assisting with the transition in leadership of TALX to J. Dann Adams, previously
President of the Company’s U.S. Consumer Information Solutions
unit. Mr. Canfield will continue to receive his current annual base
salary of $606,375; Annual Incentive Plan cash bonus opportunity for 2010; the
2010 LTI awards previously described; and other employee benefits.
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Item 8.01
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Other
Events.
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A copy of
the Company’s press release dated April 26, 2010 announcing the retirement of
William W. Canfield from the Board of Directors and as President of the TALX
unit of the Company effective June 1, 2010, and several other changes in the
Company senior management, is attached as Exhibit 99.1 hereto. The
information in Exhibit 99.1 shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, nor shall be deemed
incorporated by reference in any filing under the Securities Act of 1933, except
as shall be expressly set forth by specific reference in such
filing.
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Item 9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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10.1
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Form
of Non-Qualified Stock Option Agreement
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10.2
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Form
of Qualified Performance-Based Restricted Stock Unit Agreement [Senior
Leadership Team]
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10.3
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Form
of Restricted Stock Unit Agreement [non-Senior Leadership Team
employees]
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99.1
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Press
release of Equifax Inc. dated April 26,
2010
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3
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.
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EQUIFAX
INC.
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By:
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/s/ Kent E. Mast
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Name:
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Kent
E. Mast
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Title:
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Corporate
Vice President and
Chief
Legal Officer
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Date:
April 26, 2010
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4
Exhibit
Index
The
following exhibit is being furnished with this report:
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Exhibit No.
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Description
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10.1
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Form
of Non-Qualified Stock Option Agreement
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10.2
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Form
of Qualified Performance-Based Restricted Stock Unit Agreement [Senior
Leadership Team]
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10.3
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Form
of Restricted Stock Unit Agreement [non-Senior Leadership Team
employees]
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99.1
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Press
release of Equifax Inc. dated April 26,
2010
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5