This excerpt taken from the EFX 8-K filed Nov 12, 2009.
Item 8.01. Other Events.
Changes in Compensation of Non-Employee Directors
On November 6, 2009, the Board of Directors of the Company approved changes to the compensation arrangements for non-employee directors to reflect current best practices and peer group compensation levels, as recommended by the Governance Committee of the Board. Effective January 1, 2010, the Company will compensate its non-employee directors as follows:
Elimination of Meeting Fees; Increased Annual Retainer. Directors will no longer receive $1,500 for each Board and committee meeting attended. The annual retainer, which has not been changed since 2006, will increase from $40,000 to $60,000. Over the two-year period 2008-2009, the Board has met a total of 10 times and its committees met a total of 47 times. Meeting fees ranged from $10,500 to $24,000 per full-year director in 2008 and from $15,000 to $27,000 in 2009. Directors may elect to receive the annual retainer in cash, common stock or defer receipt of such fees.
Supplemental Annual Retainer for Audit and Compensation Committee Chairs. The chairs of the Boards Audit Committee and the Compensation, Human Resources & Management Succession Committee will receive a supplemental annual retainer of $7,500 and $2,500, respectively. Since 2006, the annual retainer for all committee chairs has been $7,500. Committee chairs may elect to receive this amount in cash, common stock or defer receipt of such fees.
Annual Stock Grant. Following each annual meeting of shareholders of the Company, continuing directors will receive a grant of Equifax common stock, in the form of restricted stock units (RSUs) vesting over a period of one year, with a market value on the grant date of $125,000. Since 2005, the annual stock grant has been fixed at 3,000 RSUs vesting over a period of one year. The grant date market value of these individual fixed-share grants over the period 2006-2009 ranged from approximately $87,210 to $122,850. Directors may elect to defer receipt of their stock grants.
Initial Stock Grant. Upon first being elected a director of the Company, a director will receive a one-time initial grant of RSUs vesting over a three-year period, with a grant date market value of $175,000. Since 2005, the initial stock grant has been fixed at 4,000 RSUs vesting over a period of three years. The grant date market value of these initial fixed-share
grants (based on the date of the annual meeting of shareholders) over the period 2006-2009 ranged from approximately $116,280 to $163,800.
The Companys compensation practices for non-employee directors have remained largely unchanged for nearly three years, with some elements dating from 2005. As a result, the Companys annual retainers and equity grants have fallen well below the mainstream for companies of similar size, and no longer reflect the substantial time commitment that service on the Board requires. At the same time, the Board believes that some structural aspects of the Companys director compensation, such as Board and committee meeting fees and stock grants based on a fixed number of shares rather than a fixed grant date value, no longer reflect best governance practices. The changes announced today respond to these realities. The Board seeks to compensate the Companys directors fairly for the significant work they do, while ensuring that the components of the Companys director pay are transparent to investors and consistent with current best practices.
This excerpt taken from the EFX 8-K filed Nov 5, 2009.
Item 8.01 Other Events
On November 4, 2009, Equifax Inc. executed an Underwriting Agreement with J.P. Morgan Securities Inc. and SunTrust Robinson Humphrey, Inc., as representatives of the underwriters named therein, with regard to the issuance and sale by the Company of $275,000,000 aggregate principal amount of its 4.450% Senior Notes due 2014. The Notes will be issued pursuant to an Indenture dated as of June 29, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A., as successor to Bank One Trust Company, N.A., which was successor in interest to The First National Bank of Chicago), as Trustee, as supplemented by a Third Supplemental Indenture, to be dated as of November 9, 2009. The Underwriting Agreement and the form of the Third Supplemental Indenture are filed as exhibits hereto and are incorporated by reference herein. The form of Note is included as Exhibit A to the form of the Third Supplemental Indenture.
Certain exhibits are filed herewith by the Company in connection with the Companys offering of the Notes pursuant to its Prospectus Supplement, dated November 4, 2009, to the Prospectus, dated June 25, 2007, filed with the Securities and Exchange Commission as part of the Companys Registration Statement on Form S-3 (Registration No. 333-144009). The press release attached as Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it 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.
This excerpt taken from the EFX 8-K filed Nov 4, 2009.
Item 8.01 Other Events.
Equifax Inc.s Computation of the Ratio of Earnings to Fixed Charges for the fiscal years ended December 31, 2004, December 31, 2005, December 31, 2006, December 31, 2007 and December 31, 2008 and the nine months ended September 30, 2009 is attached hereto as Exhibit 12.1 and is incorporated by reference into this Report and Equifax Inc.s effective Registration Statement on Form S-3 (File No. 333-144009) filed with the Securities and Exchange Commission.
This excerpt taken from the EFX 8-K filed Sep 26, 2008.
Item 8.01. Other Events.
The Governance Committee of the Companys Board of Directors, which consists of entirely independent Board members, on September 16, 2008, conducted its three-year independent director evaluation of the Companys Amended and Restated Shareholder Rights Agreement dated as of October 14, 2005 (Rights Plan), pursuant to Section 28 of the Rights Plan. The Governance Committee concluded, after review of all relevant factors, including, among others, the current state of the merger and acquisition market, developments in academic studies of rights plans and shareholder opinions of similar shareholder rights plans, that the Rights Plan continues to serve the best interests of the Company and all of its shareholders. Accordingly, the Governance Committee recommended and the Board resolved to maintain the Rights Plan in its current form. The Governance Committee will conduct its next review of the Rights Plan not later than October 2011.
This excerpt taken from the EFX 8-K filed Sep 15, 2008.
Item 8.01 Other Events.
On September 15, 2008, Equifax Inc. announced that it will change its non-contributory, defined benefit pension plan for eligible U.S. salaried employees, the Equifax Inc. Pension Plan, and redesign its 401(k) savings plan, both effective as of January 1, 2009. A copy of the text of the press release is attached as Exhibit 99.1 hereto. This Report and Exhibit 99.1 are furnished to, and not filed with, the SEC.
This excerpt taken from the EFX 8-K filed Feb 11, 2008.
Item 8.01. Other Events.
As noted in item 7.01 of this Form 8-K, on February 11, 2008, the Company issued a press release announcing that its Board of Directors has increased the stock repurchase program by an additional $250 million of its common stock, for a total remaining authorization of $313.9 million. A copy of the February 8, 2008 press release is attached hereto as Exhibit 99.2 to this Form 8-K.
This excerpt taken from the EFX 8-K filed Jun 29, 2007.
Item 8.01 Other Events
On June 28, 2007, Equifax Inc. (the Company) issued and sold $300 million principal amount of 6.30% Senior Notes due 2017 (the 2017 Notes) and $250 million principal amount of 7.00% Senior Notes due 2037 (the 2037 Notes, and together with the 2017 Notes, the Notes) in a public offering. The 2017 Notes and the 2037 Notes were sold pursuant to underwriting agreements dated June 25, 2007 and June 26, 2007, respectively, each with Banc of America Securities LLC and Wachovia Capital Markets, LLC, as the representatives of the underwriters named therein. The underwriting agreements for the 2017 Notes and the 2037 Notes are attached hereto as Exhibits 1.1 and 1.2, respectively. The Notes were registered under the Securities Act of 1933, as amended, pursuant to a shelf registration on Form S-3 (No. 333-144009). The Company received an aggregate of approximately $543.7 million in proceeds, net of the underwriting discount but before other offering expenses, from the sale of the Notes.
The terms of the Notes are governed by an indenture dated as of June 29, 1998, between the Company and The Bank of New York Trust Company, N.A. (as successor trustee to Bank One Trust Company, National Association, which was successor in interest to The First National Bank of Chicago), as trustee, as amended and supplemented pursuant to a first supplemental indenture with regard to the 2017 Notes and a second supplemental indenture with regard to the 2037 Notes, each dated June 28, 2007, between the Company and The Bank of New York Trust Company, N.A., as trustee. The first supplemental indenture, which includes the form of the 2017 Notes, and the second supplemental indenture, which includes the form of the 2037 Notes, are attached hereto as Exhibits 4.1 and 4.2, respectively. The terms of the 2017 Notes and the terms of the 2037 Notes are described in the prospectus supplements of the Company dated June 25, 2007 and June 26, 2007, respectively, each as filed with the Securities and Exchange Commission on June 27, 2007.
Copies of the press releases dated June 25, 2007 and June 26, 2007 announcing the public offering of the 2017 Notes and the 2037 Notes are attached hereto as Exhibits 99.1 and 99.2, respectively.
This excerpt taken from the EFX 8-K filed May 4, 2007.
Item 8.01 Other Events.
Effective January 1, 2007, following a strategic review of its business which resulted in certain organizational changes, Equifax Inc. (the Company) reorganized its reportable segments as follows:
· U.S. Consumer Information Solutions consists of the former Marketing Services and North America Information Services operating segments (excluding U.S. Commercial Services and Canada).
· North America Commercial Solutions represents the Companys commercial business for the United States and Canada that was formerly reported within North America Information Services.
· International consists of the Companys consumer business in Canada and all of our businesses in Europe and Latin America.
· North America Personal Solutions was not affected by the organizational changes and continues to be reported on its historical basis but now as a reportable segment instead of a component of North America Information Services.
The Company is recasting the presentation of its reportable segments for all periods presented in certain sections of its Annual Report on Form 10-K for the year ended December 31, 2006 (2006 Form 10-K) to conform to the new reporting structure. Included in this Form 8-K are the following items recast only to reflect the above changes to the Companys reportable segments:
· Business (Part I, Item 1);
· Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A)(Part II, Item 7); and
· Financial Statements and Supplementary Data (Part II, Item 8).
This excerpt taken from the EFX 8-K filed Feb 15, 2007.
Item 8.01. Other Events.
On February 14, 2007, Equifax and TALX announced that they have entered into an agreement that provides for TALX to merge with and into a wholly-owned subsidiary of Equifax. A copy of the joint press release is filed as Exhibit 99.1 hereto.
In connection with the proposed TALX transaction, the Equifax board of directors approved an increase in the amount of repurchases authorized under Equifaxs common stock repurchase program to $783 million from $383 million. The authorized increase is contingent upon the closing of the TALX transaction.
Additional Information and Where to Find It
In connection with the proposed transaction, a registration statement of Equifax will be filed with the SEC. Equifax and TALX shareholders are encouraged to read the registration statement and any other relevant documents filed with the SEC, including the proxy statement/prospectus that will be part of the registration statement, because they will contain important information about Equifax, TALX, and the proposed transaction. The final proxy statement/prospectus will be mailed to shareholders of TALX. Investors and security holders will be able to obtain free copies of the registration statement and proxy statement/prospectus (when available) as well as other filed documents containing information about Equifax and TALX, without charge, at the SECs web site (http://www.sec.gov). Free copies of Equifaxs SEC filings are also available on Equifaxs website (www.equifax.com) and free copies of TALXs SEC filings are also available on TALXs website (www.talx.com). Free copies of Equifaxs filings also may be obtained by directing a request to Equifax, Investor Relations, by phone to (404) 885-8000, in writing to Jeff Dodge, Vice PresidentInvestor Relations, or by email to email@example.com. Free copies of TALXs filings may be obtained by directing a request to TALX Investor Relations, by phone to (314) 214-7252, in writing to Janine A. Orf, Director of Finance, or by email to firstname.lastname@example.org.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Participants in the Solicitation
Equifax, TALX and their respective directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from TALXs shareholders with respect to the proposed transaction. Information regarding the directors and executive officers of Equifax is included in its definitive proxy statement for its 2006 Annual Meeting of Shareholders filed with the SEC on April 12, 2006. Information regarding the directors and officers of TALX is included in the definitive proxy statement for TALXs 2006 Annual Meeting of Shareholders filed with the SEC on July 24, 2006. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities holdings or otherwise, will be set forth in the registration statement and proxy statement/prospectus and other materials to be filed with the SEC in connection with the proposed transaction.
EXCERPTS ON THIS PAGE:
RELATED TOPICS for EFX: