Unassociated Document

 
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
  
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 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.
The election of four directors to one-year terms ending in 2011; and
 
 
2.
Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2010.
 
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
  
             
Common stock
     126,249,327       109,797,617  

Votes regarding the election of the nominees listed below as directors of the Company were as follows:
 

Director
  
For
    
Against
    
Abstain
  
Broker
Non-votes
 
                       
Robert D. Daleo
     98,091,837       306,491       309,356  
 11,089,934
  
Walter W. Driver, Jr.
     97,975,705       411,685       320,294  
 11,089,934
  
L. Phillip Humann
     92,380,730       6,010,043       316,911  
 11,089,934
  
Mark B. Templeton
     98,051,388       338,660       317,636  
  11,089,934
  
 
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 2011 or until their respective successors have are elected and qualified.
 
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
    108,944,703  
Against
    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.
Description
    
99.1
Press release of Equifax Inc. dated May 7, 2010
 
    
 
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
  
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 7, 2010