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EX-99.1 - EQUIFAX INC | v184044_ex99-1.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): May 7,
2010
EQUIFAX
INC.
(Exact
name of registrant as specified in Charter)
Georgia
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001-06605
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58-0401110
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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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|||
(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:
|
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.07.
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Submission
of Matters to a Vote of Security
Holders.
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On May 7,
2010, Equifax Inc. (the “Company”) held its annual meeting of shareholders in
Atlanta, Georgia (“Annual Meeting”). As of March 3, 2010, the
Company’s record date, there were a total of 126,249,327 shares of Common Stock,
par value $1.25 per share, outstanding and entitled to vote at the Annual
Meeting. At the Annual Meeting, 109,797,617 shares of Common Stock were
represented in person or by proxy, therefore a quorum was present.
The
shareholders of the Company voted on the following items at the Annual
Meeting:
1.
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The
election of four directors to one-year terms ending in 2011;
and
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2.
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Ratification
of the appointment of Ernst & Young LLP as the Company’s
independent registered public accounting firm for fiscal
2010.
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Broadridge
Financial Solutions, Inc., the Company’s duly appointed independent inspector of
elections, reported the vote of the shareholders as follows:
Number of shares
outstanding at
the
record date
|
Total shares
present in person or
by
proxy
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|||||||
Common
stock
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126,249,327 | 109,797,617 |
Director
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For
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Against
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Abstain
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Broker
Non-votes
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||||||||||
Robert
D. Daleo
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98,091,837 | 306,491 | 309,356 |
11,089,934
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||||||||||
Walter
W. Driver, Jr.
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97,975,705 | 411,685 | 320,294 |
11,089,934
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||||||||||
L.
Phillip Humann
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92,380,730 | 6,010,043 | 316,911 |
11,089,934
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||||||||||
Mark
B. Templeton
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98,051,388 | 338,660 | 317,636 |
11,089,934
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Other
directors continuing in office following the Annual Meeting were James E.
Copeland, Jr., Mark L. Feidler, Siri S. Marshall, John A. McKinley and Richard
F. Smith. William
W. Caufield has announced his retirement from the Board of Directors effective
as of June 1, 2010.
The
proposal to ratify the appointment of Ernst & Young LLP as the
Company’s independent registered public accounting firm for fiscal 2010 received
the following votes:
For
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108,944,703 | |||
Against
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546,697 | |||
Abstain
|
306,217 | |||
Broker non-votes | 0 |
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 the
fiscal year 2010 was duly ratified by the Company’s shareholders.
Item 7.01. Regulation FD
Disclosure.
The
information disclosed under Item 5.07 is incorporated in this item by
reference.
On May 7,
2010, 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 $150 million of its common stock in connection with a previously
authorized share repurchase program. This amount is in addition to
the approximately $112.6 million unused Board authorization which was
available at March 31, 2010 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.
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Description
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99.1
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Press
release of Equifax Inc. dated May 7,
2010
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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
10, 2010
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EQUIFAX
INC.
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/
S /KENT E.
MAST
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Kent
E. Mast
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Corporate
Vice President and
Chief
Legal Officer
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Exhibit
Index
The
following exhibit is being furnished with this report:
Exhibit No.
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Description
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99.1
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Press
release of Equifax Inc. dated May 7,
2010
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