SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
File by the Registrant [X]
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Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
EQUIFAX INC
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(Name of Registrant as Specified In Its Charter)
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Notes:
[Letterhead of Equifax Inc. Appears Here]
TO OUR STOCKHOLDERS:
The 1998 annual meeting will be held on Wednesday, April 29, 1998, at 10:00
a.m., local time at the Woodruff Arts Center, 1280 Peachtree Street, N.E.,
Atlanta, Georgia.
At this meeting, a brief report covering 1997 Company highlights and
significant 1998 events will be made. The Board and I look forward to seeing
you at the meeting.
Please read these materials so that you'll know what we plan to do at the
meeting. Also, please sign and return the accompanying proxy card in the
postage-paid envelope. This way, your shares will be voted as you direct even
if you can't attend the meeting.
On behalf of the Officers and Directors, I thank you for your interest in the
Company and your confidence in its future.
/s/ C. B. ROGERS, JR.
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C. B. ROGERS, JR.
Chairman
Atlanta, Georgia
March 24, 1998
YOUR VOTE IS IMPORTANT.
PLEASE FILL IN, SIGN, DATE AND PROMPTLY MAIL YOUR PROXY CARD IN THE ENCLOSED
ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of stockholders of Equifax Inc. will be held at the
Woodruff Arts Center, 1280 Peachtree Street, N.E., Atlanta, Georgia,
Wednesday, April 29, 1998, at 10:00 a.m., eastern daylight savings time. The
purpose of the meeting is to vote on the following items:
ITEM 1. The election of four Directors; and
ITEM 2. The approval of Arthur Andersen LLP as Equifax's independent public
accountants for 1998.
The record date for the annual meeting is March 10, 1998. Only stockholders of
record at the close of business on that date can vote at the meeting.
/s/ Marietta Edmunds Zakas
--------------------------------
Marietta Edmunds Zakas
Secretary
Atlanta, Georgia
March 24, 1998
TABLE OF CONTENTS
Proxy Statement............................................................. 1
Election of Directors....................................................... 2
Committees of the Board of Directors........................................ 6
Stock Ownership by Certain Beneficial Owners and Management................. 8
Section 16(a) Beneficial Ownership Reporting Compliance..................... 9
Compensation of Directors................................................... 9
Compensation Committee Interlocks and Insider Participation................. 9
Board Compensation Committee Report on Executive Compensation............... 10
Executive Officer Compensation.............................................. 13
Stock Options............................................................... 14
Performance Share Plan...................................................... 15
Stock Performance Graph..................................................... 16
Retirement Plans............................................................ 17
Items Requiring Your Vote................................................... 17
Expenses of Solicitation.................................................... 18
Annual Report............................................................... 18
i
PROXY STATEMENT
EQUIFAX INC.
1600 Peachtree Street, N.W.
Atlanta, Georgia 30309
March 24, 1998
The Board of Directors is soliciting proxies to be used at the 1998 annual
meeting of stockholders. This proxy statement and the form of proxy will be
mailed to stockholders beginning March 24, 1998.
WHO CAN VOTE
Record holders of common stock at the close of business on March 10, 1998 may
vote at the meeting. On March 10, 1998, 148,829,816 shares of common stock
were outstanding. Each stockholder has one vote for each share of common
stock.
HOW YOU CAN VOTE
If you return your signed proxy to us before the annual meeting, we will vote
your shares as you direct. For Item 1, you can specify on your proxy whether
your shares should be voted for all, some, or none of the nominees for
director. For Item 2, you can specify whether you approve, disapprove or
abstain. The items will be presented at the meeting by management. The items
are described on pages 17 and 18 of this proxy statement.
IF YOU DO NOT SPECIFY ON YOUR PROXY CARD HOW YOU WANT TO VOTE YOUR SHARES, WE
WILL VOTE THEM "FOR" THE ELECTION OF ALL NOMINEES FOR DIRECTOR (ITEM 1) AND
"FOR" APPROVAL OF ARTHUR ANDERSEN LLP AS EQUIFAX'S INDEPENDENT PUBLIC
ACCOUNTANT FOR 1998 (ITEM 2).
REVOKING YOUR PROXY
You can revoke your proxy at any time before it is exercised in three ways:
(1) by sending a written statement to that effect to the Secretary of
Equifax;
(2) by submitting another proxy that is properly signed and later dated; or
(3) by voting in person at the meeting.
REQUIRED VOTES
In the election of directors, the four nominees receiving the highest number
of votes will be elected. To approve Arthur Andersen LLP as independent
accountants, the affirmative vote of a majority of shares present in person or
by proxy is required.
The total number of votes that could be cast at the meeting is the number of
votes actually cast plus the number of abstentions. Abstentions are counted as
"shares present" at the meeting for purposes of determining whether a quorum
exists and have the effect of a vote "against" any matter as to which they are
specified. Proxies submitted by brokers that do not indicate a vote for some
or all of the proposals because they don't have discretionary voting authority
and haven't received instructions as to how to vote on those proposals (so-
called "broker non-votes") are not considered "shares present" and will not
affect the outcome of the vote.
OTHER MATTERS TO BE CONSIDERED AT THE MEETING
We do not know of any other matters to be presented or acted upon at the
meeting. If any other matter is presented at the meeting on which a vote may
properly be taken, the shares represented by proxies in the accompanying form
will be voted in accordance with the judgment of the person or persons voting
those shares.
ITEM 1--ELECTION OF DIRECTORS
Four directors will be elected at this year's annual meeting. Each director
will serve for three years or until he is succeeded by another qualified
elected director.
We will vote your shares as you specify on the enclosed proxy form. If you
sign, date, and return the proxy form but don't specify how you want your
shares voted, we will vote them for the election of all the nominees listed
below. If unforeseen circumstances (such as death or disability) make it
necessary for the Executive Committee to substitute another person for any of
the nominees, we will vote your shares for that other person.
Each of the nominees for director is now a member of the Board of Directors,
which met five times during 1997. Each of the nominees provided the following
information:
NOMINEES FOR TERMS EXPIRING IN 2001
LEE A. AULT, III
Age: 61
Director Since: 1991
Principal
Occupation: Private Investor.
Recent Business
Experience: Mr. Ault was a Company Senior Vice President and was
Chief Executive Officer of Equifax Payment Services, Inc.
(formerly known as Telecredit, Inc.), prior to his
retirement in January 1992.
Other
Directorships: Bankers Trust New York Corporation; Bankers Trust
Company; Sunrise Medical Inc.; Viking Office Products,
Inc.; and Pacific Crest Outward Bound School
Common Shares: Owned--91,108
Subject to option(/1/)--4,582
JOHN L. CLENDENIN
Age: 63
Director Since: 1982
Principal
Occupation: Retired Chairman of the Board of BellSouth Corporation, a
communications services company.
Recent Business
Experience: Mr. Clendenin was Chairman of BellSouth Corporation from
October 1983 until December 1997 and was President and
Chief Executive Officer from October 1983 until his
retirement in December 1996.
Other
Directorships: Wachovia Corporation; The Kroger Company; Coca-Cola
Enterprises, Inc.; RJR Nabisco, Inc.; Springs Industries,
Inc.; Home Depot Inc.; and National Service Industries,
Inc.
Common Shares: Owned--2,400
Subject to option(/1/)--4,582
A. WILLIAM DAHLBERG
Age: 57
Director Since: 1992
Principal
Occupation: Chairman of the Board, President and Chief Executive
Officer of The Southern Company, an international energy
company.
Recent Business
Experience: Mr. Dahlberg has been in an executive capacity with The
Southern Company since January 1994. Before that, he was
President and Chief Executive Officer of Georgia Power
Company, an electric utility and largest subsidiary of
The Southern Company. Mr. Dahlberg has held various
executive positions with The Southern Company or its
subsidiaries for more than five years.
2
Other
Directorships: The Southern Company; SunTrust Banks, Inc.; and
Protective Life Corporation.
Common Shares: Owned -- 2,000
Subject to option(/1/) -- 4,582
Deferred common share equivalents(/2/) --
1,835
L. PHILLIP HUMANN
Age: 52
Director Since: 1992
Principal
Occupation: Chairman and Chief Executive Officer of SunTrust Banks,
Inc., a multi-bank holding company.
Recent Business
Experience: Mr. Humann held various executive positions with SunTrust
Banks, Inc. for more than five years.
Other
Directorships: SunTrust Banks, Inc.; Coca-Cola Enterprises, Inc.; and
Haverty Furniture Companies, Inc.
Common Shares: Owned -- 3,000
Subject to option(/1/) -- 4,582
Deferred common share equivalents(/2/) --
5,680
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1999
THOMAS F. CHAPMAN
Age: 54
Director Since: 1994
Principal
Occupation: President and Chief Executive Officer of the Company.
Recent Business
Experience: Before assuming his present position in January 1998, Mr.
Chapman was President and Chief Operating Officer of the
Company. Prior to that, he was Executive Vice President
and Group Executive of the Company's former Financial
Services Group. Mr. Chapman has been an Executive Officer
of the Company since 1990.
Common Shares: Owned -- 124,071
401(k) Savings Plan -- 5,577
Subject to option(/1/) -- 355,455
Deferred common share equivalents(/2/) --
6,064
ROBERT P. FORRESTAL
Age: 66
Director Since: 1996
Principal
Occupation: Partner in Smith, Gambrell & Russell, a law firm located
in Atlanta, Georgia.
Recent Business
Experience: Mr. Forrestal has been a partner in this firm since
January 1996. Before that, he was President and Chief
Executive Officer of the Federal Reserve Bank of Atlanta
from 1983 through 1995.
Other
Directorships: Genuine Parts Company and ING North America Company.
Common Shares: Owned -- 1,000
Subject to option(/1/) -- 2,291
Deferred common share equivalents(/2/) --
1,603
3
D. RAYMOND RIDDLE
Age: 64
Director Since: 1989
Principal
Occupation: Retired Chairman of the Board and Chief Executive Officer
of National Service Industries, Inc., a diversified
manufacturing and service company.
Recent Business
Experience: Mr. Riddle held various executive positions with National
Service Industries, Inc. from January 1993 until his
retirement in February 1996. Before that, he was
President and Chief Executive Officer of Wachovia
Corporation of Georgia, a bank holding company, President
and Chief Executive Officer of Wachovia Bank of Georgia,
N.A., and Executive Vice President of Wachovia
Corporation, the parent of Wachovia Corporation of
Georgia. Mr. Riddle was employed by these banking
organizations for more than five years.
Other
Directorships: AGL Resources Inc.; Atlantic American Corporation; Munich
American Reassurance Company; Gables Residential Trust,
Inc.; and AMC, Inc.
Common Shares: Owned -- 5,000
Subject to option(/1/) -- 4,582
Deferred common share equivalents(/2/) --
3,813
BETTY L. SIEGEL, PH.D.
Age: 67
Director Since: 1987
Principal
Occupation: President of Kennesaw State University, a member of the
University System of Georgia.
Recent Business
Experience: Dr. Siegel has been President of Kennesaw State
University for more than five years.
Other
Directorships: AGL Resources Inc. and National Service Industries, Inc.
Common Shares: Owned -- 1,152
Subject to option(/1/) -- 4,582
Deferred common share equivalents(/2/) --
3,560
DIRECTORS WHOSE TERMS CONTINUE UNTIL 2000
DANIEL W. MCGLAUGHLIN
Age: 61
Director Since: 1990
Principal
Occupation: Retired Vice Chairman and Chief Executive Officer of the
Company.
Recent Business
Experience: Before his retirement in December 1997, Mr. McGlaughlin
was an Executive Officer of the Company for more than
five years.
Other
Directorships: Wachovia Corporation of Georgia; Wachovia Bank of
Georgia, N.A.; American Business Products, Inc.; FORE
Systems, Inc.; and ChoicePoint Inc.
Common Shares: Owned -- 279,179
Subject to option(/1/) -- 529,891
4
LARRY L. PRINCE
Age: 59
Director Since: 1988
Principal
Occupation: Chairman of the Board and Chief Executive Officer of
Genuine Parts Company, an automotive parts wholesaler.
Recent Business
Experience: Mr. Prince has held various executive positions with
Genuine Parts Company for more than five years.
Other
Directorships: SunTrust Banks, Inc.; Crawford & Co.; Southern Mills,
Inc.; John H. Harland Company; and UAP, Inc. (Canada).
Common Shares: Owned -- 2,000
Subject to option(/1/) -- 4,582
Deferred common share equivalents(/2/) --
5,741
C. B. ROGERS, JR.
Age: 68
Director Since: 1978
Principal
Occupation: Chairman of the Board of the Company.
Recent Business
Experience: Before retiring from the Company in December 1995, Mr.
Rogers was Chairman and Chief Executive Officer of the
Company and was an Executive Officer of the Company for
more than five years.
Other
Directorships: Sears, Roebuck & Co.; Morgan Stanley, Dean Witter,
Discover & Co.; Briggs & Stratton Corporation; Oxford
Industries, Inc.; Teleport Communications Group, Inc.;
and ChoicePoint Inc.
Common Shares: Owned -- 1,040,371
401(k) Savings Plan -- 15,123
Subject to option(/1/) -- 521,473
Deferred common share equivalents(/2/) --
5,369
LOUIS W.
SULLIVAN, M.D.
Age: 64
Director Since: 1995
Principal
Occupation: President of Morehouse School of Medicine, a private
medical school located in Atlanta, Georgia.
Recent Business
Experience: Dr. Sullivan has been President of Morehouse School of
Medicine since January 1993. Before that, he was
Secretary of the U.S. Department of Health and Human
Services from March 1989 to January 1993.
Other
Directorships: General Motors Corporation; Minnesota Mining and
Manufacturing Company; Bristol-Myers Squibb; CIGNA
Corporation; Georgia-Pacific Corporation; and Household
International.
Common Shares: Owned -- 300
Subject to option(/1/) -- 4,582
Deferred common share equivalents(/2/) --
984
- --------
(/1/) options exercisable on February 20, 1998 or within 60 days thereafter.
(/2/) Indicates fees or bonuses deferred under the Company's Deferred
Compensation Plan to a fund which is credited with amounts based on the
market value of and dividends on the Company's common shares. Amounts
shown are as of February 20, 1998. No distributions have been made from
the fund to the named persons.
5
COMMITTEES OF THE BOARD OF DIRECTORS
EXECUTIVE COMMITTEE
Number of Members: 4
Members: C. B. Rogers, Jr., Chairman
Thomas F. Chapman
John L. Clendenin
D. Raymond Riddle
Number of Meetings in 1997: 6
Functions: Exercises the powers of the Board in managing the
business and property of the Company during the
intervals between Board meetings, subject to Board
discretion.
Sets salaries for Executive Officers, except officers
who are members of the Executive Committee, under
guidelines established by the Management Compensation
Committee.
During 1997, the Committee members were C. B. Rogers,
Jr., Daniel W. McGlaughlin, John L. Clendenin and D.
Raymond Riddle.
AUDIT COMMITTEE
Number of Members: 4
Members: D. Raymond Riddle, Chairman
A. William Dahlberg
Louis W. Sullivan, M.D.
Robert P. Forrestal
Number of Meetings in 1997: 3
Functions: Selects independent public accountants to audit
Equifax's books and records, subject to stockholder
approval.
Consults with these accountants and reviews and
approves the scope of their audit.
Reviews internal controls, accounting practices,
financial structure, and financial reporting.
Reports to the Board of Directors about these matters.
MANAGEMENT COMPENSATION COMMITTEE
Number of Members: 3
Members: Larry L. Prince, Chairman
L. Phillip Humann
Robert P. Forrestal
Number of Meetings in 1997: 5
Functions: Determines salary and incentive compensation awards for
Equifax's Chief Executive Officer.
Approves and oversees Equifax's compensation policies
and incentive compensation plans for Executive
Officers.
Approves executive stock option grants, restricted
stock and performance share awards.
6
Prior to August 1997, the Committee members were
Tinsley H. Irvin, Chairman; Larry L. Prince and L.
Phillip Humann.
RETIREMENT AND GROUP BENEFIT PLANS COMMITTEE
Number of Members: 3
Members: L. Phillip Humann, Chairman
Larry L. Prince
C. B. Rogers, Jr.
Number of Meetings in 1997: 1
Functions: Periodically reports to the Board on the financial
status of the Company's retirement and 401(k) Savings
Plan and how the Company's employee benefit plans
compare with other companies' benefit plans.
Prior to August 1997, the Committee members were Ron D.
Barbaro, Chairman; Larry L. Prince; C. B. Rogers, Jr.
and Derek V. Smith.
PUBLIC ISSUES
COMMITTEE
Number of Members: 4
Members: Betty L. Siegel, Ph.D., Chairman
Thomas F. Chapman
Daniel W. McGlaughlin
Lee A. Ault, III
Number of Meetings in 1997: 1
Functions: Monitors significant domestic and international issues
of concern to the shareholders, the Company, the
business community or the general public and makes
recommendations to the Board and Company management.
NOMINATING COMMITTEE
The Board does not have a Nominating Committee or any other committee that has
authority on a regular basis to recommend nominees for election as a Director.
7
STOCK OWNERSHIP BY CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The table below shows the number of shares of common stock owned by FMR Corp.
on December 31, 1997, as reported under Section 13(g) of the Securities
Exchange Act of 1934.
PERCENT OF CLASS (BASED ON
BENEFICIAL OWNER AMOUNT AND NATURE NUMBER OF SHARES OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP AS OF DECEMBER 31, 1997)
- ---------------- ------------------------------------ ----------------------------
FMR Corp. 3,975,901 Sole Voting Power
82 Devonshire Street 0 Shared Voting Power
Boston, MA 02109 12,862,861 Sole Investment Power
0 Shared Investment Power
12,862,861 Aggregate Amount 8.57%
The table below shows how much Equifax stock each Director, nominee, and named
Executive Officer beneficially owned as of February 20, 1998.
PERCENT OF CLASS (BASED
ON NUMBER OF SHARES
AMOUNT AND NATURE OUTSTANDING AS OF
NAME OF BENEFICIAL OWNERSHIP(/1/) FEBRUARY 20, 1998)
- ---- ---------------------------- -----------------------
Lee A. Ault, III 95,690 *
Thomas F. Chapman 485,103 *
John L. Clendenin 6,982 *
C. Richard Crutchfield 86,910 *
A. William Dahlberg 6,582 *
Robert P. Forrestal 3,291 *
L. Phillip Humann 7,582 *
Lee A. Kennedy 199,534 *
Daniel W. McGlaughlin 809,070 *
Larry L. Prince 6,582 *
D. Raymond Riddle 9,582 *
John T. Rougeou 98,739 *
C. B. Rogers, Jr. 1,576,967 *
Betty L. Siegel, Ph.D. 5,734 *
Louis W. Sullivan, M.D. 4,882 *
All Directors and Execu-
tive Officers
as a Group (21 persons) 3,824,692 2.6%
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* Less than 1%
(/1/) Includes shares held in the Company 401(k) Savings Plan and stock options
exercisable on February 20, 1998, or 60 days thereafter, as follows: Mr.
Ault -- 4,582 option shares; Mr. Chapman -- 5,577 Savings Plan shares and
355,455 option shares; Mr. Clendenin -- 4,582 option shares; Mr.
Crutchfield -- 53,478 option shares; Mr. Dahlberg -- 4,582 option shares;
Mr. Forrestal -- 2,291 option shares; Mr. Humann -- 4,582 option shares;
Mr. Kennedy -- 26,746 Savings Plan shares and 131,731 option shares; Mr.
McGlaughlin -- 529,891 option shares; Mr. Prince -- 4,582 option shares;
Mr. Riddle -- 4,582 option shares; Mr. Rogers--15,123 Savings Plan shares
and 521,473 option shares; Mr. Rougeou -- 13,632 Savings Plan shares and
60,997 option shares; Dr. Siegel -- 4,582 option shares; Dr. Sullivan --
4,582 option shares. As of February 20, 1998, the total shares for all
Directors and Executive Officers as a Group was 73,911 Savings Plan shares
and 2,070,108 option shares.
8
SECTION 16(A)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on Company records and other information, Equifax believes that each of
its Directors and Executive Officers complied with all applicable Securities
and Exchange Commission filing obligations for 1997.
COMPENSATION OF DIRECTORS
The compensation of non-employee Directors consists of cash and stock options.
Employee Directors are not paid for their service as a Director. The Company's
by-laws require all Directors to own Company stock before taking office and
while serving as a Director.
Non-employee Director compensation consists of:
Director Fees.
Annual Board membership fee, Chairman $30,000
Annual Board membership fee (except Chairman) $20,000
Annual Executive Committee membership fee, Chairman $16,000
Annual Executive Committee membership fee (except Chairman) $ 4,000
Annual Committee Chairman fee (except Executive Committee) $ 4,000
Attendance fee for each Board and Committee meeting $ 1,000
Deferred Compensation Plan. Under this plan, up to 100% of a non-employee
Director's fees may be deferred and invested in either Equifax common stock
units or in an interest bearing account. Each common stock unit is equal in
value to a share of Equifax common stock, and when paid, is made in the form
of cash. These common stock units earn additional Equifax common stock units
equal in value to dividends paid on shares of common stock. These units are
credited to the Directors' accounts on the date common stock cash dividends
are paid. All deferred fees are held in the general funds of the Company.
Interest on fees held in the interest bearing account is credited monthly to
Directors' accounts at the prime lending rate on the first day of each month
as reported in the Wall Street Journal. In general, deferred amounts are not
paid until after the Director retires from the Board. The amounts are then
paid, at the Director's option, either in a lump sum or in annual installments
over a period of up to ten years. All Directors now participating in the Plan
have elected to invest all deferred fees in Equifax common stock units.
Stock Option Plan. Each year on the date of the annual stockholders meeting,
non-employee Directors also receive an option to purchase 2,000 shares of
Equifax common stock. The exercise price is equal to the fair market value
that day. These options can be exercised one year after award and expire five
years from the date they are awarded.
Equifax has a consulting agreement with C. B. Rogers, Jr. which began January
1, 1996, and ends December 31, 1999. Under this agreement, Mr. Rogers is
available up to 26 weeks per year for consultation, representation, and other
duties (excluding service as a director). For these services, Equifax pays him
$250,000 per year.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Before August 1997, the Management Compensation Committee members were Tinsley
H. Irvin (Chairman), L. Phillip Humann and Larry L. Prince. In August 1997,
Mr. Forrestal was elected to fill the vacancy created by the resignation of
Mr. Irvin in connection with the spinoff of the insurance services group. At
that time, Mr. Prince was elected Chairman.
During 1997, Executive Committee members were C. B. Rogers, Jr. (Chairman),
Daniel W. McGlaughlin, John L. Clendenin and D. Raymond Riddle. Thomas F.
Chapman was elected to replaceMr. McGlaughlin who retired December 31, 1997.
Mr. McGlaughlin was an Executive Officer of the Company from 1989 until his
retirement. Mr. Rogers was an Executive Officer of the Company from 1987 until
his retirement on December 31, 1995.
9
In 1997, the Company was indebted, in the ordinary course of its business, to
Wachovia Bank of Georgia, N.A. and SunTrust Bank, Atlanta. The highest amount
owed during 1997 to Wachovia Bank of Georgia, N.A. was $129.4 million. The
highest amount owed to SunTrust Bank, Atlanta in 1997 was $60.0 million. The
Company was charged competitive rates of interest. The Company currently has a
committed revolving credit agreement with Wachovia Bank of Georgia, N.A. and
SunTrust Bank, Atlanta and nine other commercial banks. Under this loan
facility, the Company can borrow up to $750 million for general corporate
purposes over a five-year period. Wachovia Bank of Georgia, N.A. serves as
Agent under this Loan Agreement. Rates of interest charged under this Loan
Agreement are competitive. The highest amount borrowed by the Company under
this revolving loan facility during 1997 was $125.0 million.
Mr. McGlaughlin serves as a Director of Wachovia Bank of Georgia, N.A. and
Wachovia Corporation of Georgia. Mr. Clendenin is a Director of Wachovia
Corporation, the parent of Wachovia Corporation of Georgia. SunTrust Bank,
Atlanta is owned by SunTrust Bank of Georgia. SunTrust Banks, Inc. owns
SunTrust Bank of Georgia. Mr. Humann is Chairman and Chief Executive Officer
of SunTrust Banks, Inc., and Mr. Prince serves as a Director of SunTrust
Banks, Inc.
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL AGREEMENTS
The Company had an employment agreement with Mr. McGlaughlin which terminated
on December 31, 1997. Under this Agreement, Mr. McGlaughlin receives
retirement benefits beginning in January 1998, which are calculated using a
formula equal to two-thirds of the benefit formula applicable to senior
executives retiring at age 65 under the provisions of the Company's
Supplemental Executive Retirement Plan discussed on page 17. Upon his
retirement, all unvested stock options and restricted stock received in prior
years in exchange for deferrals of earned incentive bonuses were fully vested.
The Company has Change in Control Agreements with certain key executives.
Agreements are currently in effect for Messrs. Chapman, Kennedy and
Crutchfield. These Agreements have renewable five-year terms and become
effective only upon a change in control of the Company. A "change in control"
is generally defined by the Agreements to mean (i) an accumulation by any
person, entity or group of twenty percent or more of the combined voting power
of the Company's voting stock or (ii) a business combination resulting in
shareholders owning less than two-thirds of the common stock and combined
voting power of the new company or (iii) a sale or disposition of all or
substantially all of Company assets, or (iv) a complete liquidation or
dissolution of the Company. Following a change in control, if the executive's
employment is terminated within three years after the date of the change in
control, other than from the executive's death or disability, or by the
Company for cause, or by the executive for other than "good reason," he or she
is entitled to severance pay and other benefits described in the Agreements.
The severance payment is equal to three times the sum of (i) that executive's
highest annual salary for the three years prior to termination, and (ii) the
executive's highest bonus for the three years prior to termination. Benefits
payable under these Agreements and other compensation or benefit plans of the
Company are not reduced because of Section 280G of the Internal Revenue Code.
Any payments the executive receives will be increased, if necessary, such that
after taking into account all taxes he or she would incur as a result of such
payments, the executive would receive the same after-tax amount he or she
would have received had no excise tax been imposed under Section 4999 of the
Code. No payments have been made to any Executive Officer under these
Agreements.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
WHO DETERMINES EXECUTIVE OFFICER COMPENSATION
The Management Compensation Committee approves the Chief Executive Officer's
compensation and incentive compensation plans and compensation policies for
all Executive Officers. The Executive Committee sets salaries
10
for Executive Officers, except the Chief Executive Officer, under guidelines
of the Management Compensation Committee. At year-end, the Management
Compensation Committee reviews all Executive Officer salary decisions made
during the year. The Management Compensation Committee is composed of
independent, non-employee directors.
The Management Compensation Committee has set goals for the Executive Officer
compensation program to ensure that it supports the Company's overall
objective of enhancing shareholder value.
Program goals include:
. Offer market competitive total compensation opportunities to attract and
retain talented executives.
. Provide strong links between Company performance and total compensation
earned.
. Emphasize long-term performance of the Company.
. Promote and facilitate Executive Officer stock ownership.
The Committee also believes it is important for the Company to be eligible to
deduct compensation expense for income tax purposes. Section 162(m) of the
Internal Revenue Code limits this tax deduction to $1 million for Executive
Officers named in the compensation tables on the following pages, unless
certain requirements are met. One requirement is that all members of the
Management Compensation Committee be "disinterested," and the Company meets
this requirement. The Committee approves goals and awards under the
compensation plans of the Company as required by Section 162(m). Also, to meet
these requirements, the Committee recommended, and the shareholders approved,
amendments to the Company's Omnibus Stock Incentive Plan (in 1994) and the
Company's Performance Share Plan (in 1996).
The Committee believes compensation data from a broad sample of companies,
particularly those in the services industry and those reporting annual
revenues of $1 billion or more, represents the best reflection of the market
rate for executive talent. Some companies are included in both this group and
the group used for shareholder return comparisons.
To provide additional emphasis on the importance of executive stock ownership,
the Company introduced share ownership guidelines for senior executives in
1996. These guidelines have been established at levels consistent with those
in other companies who have taken similar steps and, beginning in 1998, they
are being extended to a total of approximately 200 Company executives.
EXECUTIVE OFFICER COMPENSATION
Executive Officer compensation includes several principal elements: base
salary, annual incentive and long-term incentives. The Committee's goal is to
set salaries and target incentive opportunities at a median competitive level
and to reward outstanding performance with above-market total compensation.
Salary: Executive Officer salaries are determined on the basis of competitive
market data, job performance, additional responsibilities assumed and other
factors. Salary reviews are normally scheduled at 12 to 15-month intervals.
Mr. McGlaughlin received a salary increase of 15% ($68,000) in January 1997.
The Committee considered competitive salaries, the Company's excellent
financial results in 1996, and Mr. McGlaughlin's personal performance in
approving this salary increase.
Annual Incentive: Annual performance objectives are set at the beginning of
each year, based upon financial plans approved by the Board. A minimum level
of performance is set, and no incentive is paid below this level. Also, levels
of performance are established for target and maximum incentive awards.
In 1997, the Company's after-tax profit minus the cost of capital employed was
the primary basis for determining the annual incentive award earned by Mr.
McGlaughlin. For other Executive Officers, Company financial results, business
unit financial results, and certain non-financial goals were considered,
depending on their job role.
11
Incentives earned above a designated amount are awarded only in restricted
stock. Also, Executive Officers may elect to voluntarily defer awards earned
into restricted stock. The Committee believes this provides an excellent
vehicle for expanding stock ownership of Executive Officers and that such an
immediate identification with shareholder interests will serve to further
emphasize the officer's commitment to the long-term performance of the
Company.
Mr. McGlaughlin's target annual incentive opportunity during 1997 was 70% of
his base salary, with a maximum opportunity of 210%. His earned award for 1997
was 141% of salary.
Performance Shares: Executive Officers participate in a performance share
plan, with awards earned primarily on the basis of three-year earnings per
share growth (for measurement periods beginning before 1996). Also, a minimum
level of return on equity is required and a specified stock price appreciation
goal must be achieved in order to earn an award above a certain amount. Award
levels are established such that a target performance share award combined
with stock option grants approximate a median long-term incentive
competitiveness level.
The value of performance share awards earned will be determined by the
Company's stock price at the end of the measurement period. Awards earned are
paid out to Executive Officers at least one-half in Company common stock,
which is consistent with the Committee's objective with respect to executive
stock ownership.
Mr. McGlaughlin and other Executive Officers earned payments of performance
share units for Company performance for the measurement period 1995 through
1997. Earned awards were paid in shares of Company common stock and cash, and
represented a payout of the maximum opportunity available under the award. In
the case of Mr. McGlaughlin and other retired executive participants, awards
earned were paid entirely in cash, as provided in the Plan. Company
performance during the period substantially exceeded the established minimum
return on equity and targeted earnings per share goal. The stock price
appreciation goal for the measurement period also was exceeded.
Stock Options: The Company also grants stock options to Executive Officers.
Stock options are granted to motivate Executive Officers to contribute to an
increase in the value of the Company rather than being utilized as a specific
award for past personal performance. Also, the past performance of the Company
will not directly affect option grant determinations. To provide maximum
incentive for achieving growth in the Company's stock price, only 20% of the
total option grants to most Executive Officers in 1996 and 1997 contained
exercise prices equal to current market price; the remaining 80% of options
granted to Executive Officers were issued with exercise prices 20% to 50%
above the current market price. The Committee also approved grants to certain
executives for a larger number of shares than would normally be awarded in one
year. The Committee believes these grants will provide a high degree of
motivation for increasing stock price, as no option gains will be available to
executives unless shareholders experience significant stock price appreciation
benefits.
Restricted Stock: Executive Officers may elect to receive any earned annual
incentive in the form of cash or restricted stock. Consequently, any prior
restricted stock grants have no bearing on approval of the new award. The
restricted stock vests after three years of continuous service. To encourage
voluntary deferrals into stock and in recognition of the substantial risk of
forfeiture assumed by the executive, as well as the associated market risk and
deferral of economic benefits of current cash compensation, the Committee
granted incremental shares of stock equal to 20% of the cash award earned. For
1997 annual incentive awards, all eligible Executive Officers voluntarily
elected to receive restricted stock instead of cash incentive payments for all
or part of their total earned awards.
To the extent the above report pertains to the setting of salaries for
Executive Officers other than the Chief Executive Officer, it is jointly
submitted by the Executive Committee.
Management Compensation Committee Executive Committee
Larry L. Prince, Chairman C. B. Rogers, Jr., Chairman Thomas
L. Phillip Humann F. Chapman John L. Clendenin D.
Robert P. Forrestal Raymond Riddle
12
EXECUTIVE OFFICER COMPENSATION
The table below shows the before-tax compensation for the last three years for
Daniel W. McGlaughlin, who served as CEO in 1997, and the four next highest
paid Executive Officers at the end of 1997.
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------- ----------------------------------
AWARDS PAYOUTS
------------------------ ---------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($)(/1/) ($) ($)(/1/)(/2/) (#)(/3/) ($) ($)(/4/)
- ------------------ ---- ------- -------- ------------ ------------- ---------- --------- ------------
Daniel W. McGlaughlin 1997 519,808 734,125 7,507 0 0 1,877,838 5,472
Vice Chairman and 1996 454,094 366,817 431,510 440,180 286,393 1,116,360 4,950
Chief Executive Officer 1995 377,200 143,350 8,721 658,628 114,557 786,060 4,950
Thomas F. Chapman 1997 369,808 315,017 14,129 94,505 0 963,697 5,472
President and Chief 1996 325,000 300,641 212,499 120,257 171,836 465,150 4,950
Operating Officer 1995 264,600 116,294 12,720 390,017 68,734 327,525 4,950
Lee A. Kennedy Executive 1997 242,725 148,566 2,374 19,809 0 361,391 5,472
Vice President and Group
Executive
John T. Rougeou 1997 204,849 135,377 0 0 0 361,391 5,472
Executive Vice President
and Group Executive
C. Richard Crutchfield 1997 203,310 55,679 0 155,901 8,018 200,744 0
Corporate Vice President
and Chief Technology
Officer
- --------
(/1/) The "Bonus" column represents any annual incentive award earned and paid
in cash for performance for the specified year. Participants can elect to
receive all or part of any cash bonus earned in the form of restricted
stock, except amounts earned above a designated percentage of salary are
only awarded in restricted stock. These amounts are included under the
"Restricted Stock Awards" column for each respective year, although the
grants were not awarded until the following year.
(/2/) Dividend income is paid on restricted stock at the same rate as paid to
all Shareholders. Value of restricted stock shown in table is as of the
date of grant. As of December 31, 1997, total restricted stock awards
outstanding and related fair market values held by the named Executive
Officers were as follows: Mr. McGlaughlin 98,905 shares ($3,504,900); Mr.
Chapman 39,128 shares ($1,386,600). All restricted stock grants made in
1997 were awarded in exchange for voluntary deferral of earned cash bonus.
(/3/) Figures shown are ratably adjusted to reflect 2-for-1 stock split
effective November 24, 1995, and spinoff of the insurance services group
in August 1997.
(/4/) Column "All Other Compensation" includes 401(k) plan Company matching
contributions of $5,472.
13
STOCK OPTIONS
A stock option allows an individual to purchase shares of common stock at a
fixed price, or exercise price, for a set period of time. In general, whether
exercising stock options is profitable to the Executive Officer depends on the
relationship between the common stock market price and the option exercise
price. At any given time, "vested" options can be "in the money" or "out of
the money," depending on the current market price of the stock.
Consistent with Company policy, no stock appreciation rights were awarded to
Executive Officers and no stock options were repriced during 1997. All stock
options outstanding at the spinoff of the insurance services group in August
1997 were ratably adjusted to take into account the reduction in value of the
options due to the spinoff.
The following two tables give more information on stock options.
OPTION/SAR GRANTS IN LAST FISCAL YEAR(/1/)
INDIVIDUAL GRANTS
--------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF % OF TOTAL EXERCISE ANNUAL RATES OF STOCK
SECURITIES OPTIONS OR PRICE APPRECIATION
UNDERLYING GRANTED TO BASE FOR OPTION TERM(/2/)
OPTIONS EMPLOYEES IN PRICE EXPIRATION ----------------------
NAME GRANTED (#)(/1/) FISCAL YEAR ($/SHARE) DATE 5% 10%
---- ---------------- ------------ --------- ---------- ---------- -----------
Daniel W. McGlaughlin 0 0 0 0 0 0
Thomas F. Chapman 0 0 0 0 0 0
Lee A. Kennedy 0 0 0 0 0 0
John T. Rougeou 0 0 0 0 0 0
C. Richard Crutchfield 8,018 .75% $25.75 1/29/07 $ 129,851 $ 329,068
- --------
(/1/) Options vest 25% on the first through the fourth anniversary of the date
of grant.
(/2/) The dollar amounts under these columns are pre-tax and are the result of
calculations at 5% and 10% rates of appreciation. They are not intended to
forecast possible future appreciation, if any, of the Equifax stock price.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AS OPTIONS AS
OF 12/31/97 (#) OF 12/31/97 ($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE(/1/)
---- --------------- ------------ --------------- ----------------------
Daniel W. McGlaughlin 0 0 591,108/0 $11,868,295/$0
Thomas F. Chapman 0 0 205,623/118,568 $ 4,066,245/$2,232,121
Lee A. Kennedy 0 0 114,549/41,241 $ 2,544,106/$752,158
John T. Rougeou 18,901 $384,208 46,963/34,081 $ 802,031/$619,712
C. Richard Crutchfield 0 0 36,027/22,911 $ 922,811/$394,894
- --------
(/1/) Represents aggregate excess of market value of shares under option as of
December 31, 1997, over the exercise price of the options.
14
PERFORMANCE SHARE PLAN
Under the 1988 Performance Share Plan for Officers, eligible employees may
receive nontransferable performance share units. A performance share unit is
the right to receive, after a specified performance measurement period, an
award of up to a specified maximum number of shares of common stock. The
number of shares awarded depends on whether established goals for the
measurement period are achieved.
The following table lists 1997 grants of performance share units to the named
Executive Officers:
LONG-TERM INCENTIVE PLAN -- AWARDS DURING YEAR ENDED DECEMBER 31, 1997
NUMBER OF PERFORMANCE ESTIMATED FUTURE PAYOUTS UNDER NON-
SHARES, OR OTHER STOCK PRICE -- BASED PLANS
UNITS PERIOD UNTIL --------------------------------------
OR OTHER MATURATION THRESHOLD* TARGET* MAXIMUM*
NAME RIGHTS (#) OR PAYOUT (# OF UNITS) (# OF UNITS) (# OF UNITS)
---- ---------- ------------ ------------ ------------ ------------
Daniel W. McGlaughlin 32,075 12/31/1999 16,037 32,075 64,151
Thomas F. Chapman 16,037 12/31/1999 8,018 16,307 32,075
Lee A. Kennedy 5,727 12/31/1999 2,863 5,727 11,455
John T. Rougeou 5,727 12/31/1999 2,863 5,727 11,455
C. Richard Crutchfield 5,727 12/31/1999 2,863 5,727 11,455
- --------
* Figures adjusted to reflect spinoff of insurance services group in August
1997.
The value ultimately received depends on the number of units approved for
payment and the value of the common stock on the date payouts are approved,
plus dividends accrued over the measurement period. If an employee resigns or
is terminated "for cause," all of the employee's undistributed performance
units, as well as accrued dividends, will be forfeited and canceled. Once
awards are earned and payments approved, shares of common stock and cash are
distributed to the employee free of restrictions and conditions.
15
STOCK PERFORMANCE GRAPH
SEC rules require inclusion of a performance graph comparing, over a five-year
period, the performance of our common stock against the Standard & Poor's 500
Stock Index and against either a published industry or line-of-business index
or a group of peer issuers. Equifax chose Dow Jones Other Industrial &
Commercial Services Index published by Dow Jones and Company, Inc., as the
line-of-business index. All indexes assume an initial investment of $100 and
quarterly reinvestment of dividends. Data is adjusted to reflect the spinoff of
the insurance services group in August 1997.
COMPARISON OF FIVE-YEAR CUMULATIVE SHAREHOLDER RETURN
12/92 12/93 12/94 12/95 12/96 12/97
----- ----- ----- ----- ----- -----
Equifax Inc. 100 136 134 221 321 422
S&P 500 100 110 112 153 189 252
DJ Other Ind Services 100 104 101 129 141 162
16
RETIREMENT PLANS
Equifax's Retirement Plan ("ERP") provides benefits based on length of service
with the Company and a participant's average total earnings (base salary and
bonus) up to a maximum of 125% of base salary. ERP benefits are computed by
averaging the employee's total earnings (base salary and bonus) for the
highest paid thirty-six consecutive month period prior to retirement.
Equifax also has another retirement plan named the Supplemental Executive
Retirement Plan ("SERP") under which certain executives may receive additional
pension benefits after retirement based on years of credited service (up to 40
years) and final average earnings (base salary and bonus). SERP benefits
generally are computed by either multiplying an employee's average total
earnings by 1.5%, multiplied by years of credited service, as defined in the
SERP, up to 40 years, or average total earnings multiplied by 3%, multiplied
by years of credited service, up to 20 years, for the most Senior Executive
Officer participants.
The following table shows the annual retirement benefits that would be payable
at normal retirement (age 65 or later) on January 1, 1998. Benefits are shown
for various rates of final average earnings and years of service payable under
the ERP and SERP.
PENSION PLAN TABLE
YEARS OF SERVICE
---------------------------------------------------------------
REMUNERATION 15 20 25 30 35
------------ ------- ------- ------- ------- -------
$ 200,000 120,000 120,000 120,000 120,000 120,000
400,000 240,000 240,000 240,000 240,000 240,000
600,000 360,000 360,000 360,000 360,000 360,000
800,000 480,000 480,000 480,000 480,000 480,000
1,000,000 600,000 600,000 600,000 600,000 600,000
1,200,000 720,000 720,000 720,000 720,000 720,000
1,400,000 840,000 840,000 840,000 840,000 840,000
As of December 31, 1997, the credited years of service for each of the Named
Executives were as follows: Daniel W. McGlaughlin -- 9 years (See "Employment
Agreements" above); Thomas F. Chapman -- 8 years; Lee A. Kennedy -- 16 years;
John T. Rougeou -- 37 years; and C. Richard Crutchfield -- 12 years.
The ERP benefits are computed as a joint-and-survivor annuity. The SERP
benefit is computed as a straight-life annuity. SERP benefits are net of ERP
benefits and are paid without regard to federal Internal Revenue Code Sections
401(a) and 415. Benefits payable under either plan are not reduced for Social
Security.
ITEMS REQUIRING YOUR VOTE
The following two items will be voted on at the meeting. Equifax will present
each item.
ITEM 1 -- ELECTION OF DIRECTORS
The Board of Directors is divided into three classes. Each class is elected
for three years. The Board of Directors selects nominees for election as
Directors. The Board's nominees for terms expiring in 2001 are Lee A. Ault,
III; John L. Clendenin; A. William Dahlberg and L. Phillip Humann. The four
nominees receiving the highest number of votes will be elected.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION OF ALL NOMINEES NAMED
IN ITEM 1.
17
ITEM 2 -- APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors selects and hires independent
public accountants to audit Equifax's books of account and other corporate
records. The Audit Committee's selection for 1998 must be approved by you.
The Audit Committee selected Arthur Andersen LLP to audit Equifax's books of
account and other corporate records for 1998. This firm has audited Equifax's
books since 1948 and is well qualified. Representatives of Arthur Andersen LLP
will be present at the meeting with the opportunity to make a statement and
answer questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 2.
STOCKHOLDER PROPOSALS FOR 1999
Any stockholder proposal intended for inclusion in the proxy material for the
1999 annual meeting must be received no later than November 26, 1998.
EXPENSES OF SOLICITATION
The cost of soliciting proxies in the accompanying form will be paid by
Equifax. The firm Morrow & Co., Inc. will help in the solicitation of proxies
for a fee of $6,500, plus expenses. We will also pay brokers, nominees,
fiduciaries and other custodians their reasonable fees and expenses for
sending proxy materials to beneficial owners and obtaining their instructions.
In addition to solicitation by mail, proxies may be solicited in person, or by
telephone, facsimile transmission or other means of electronic communication,
by Directors, officers and other employees of the Company.
ANNUAL REPORT
Equifax's 1997 Annual Report, including consolidated financial statements,
accompanies this Notice and Proxy Statement.
By Order of the Board of Directors,
/s/ Marietta Edmunds Zakas
--------------------------------------
Marietta Edmunds Zakas
Secretary
Atlanta, Georgia
March 24, 1998
18
[Printed on Recycled Paper Logo Appears Here]
LOGO
PROXY
EQUIFAX INC.
The undersigned hereby appoints C. B. Rogers, Jr.; Thomas F. Chapman; John L.
Clendenin; and D. Raymond Riddle and each of them with power of substitution in
each, proxies to appear and vote all common stock of the undersigned in Equifax
Inc. at the Annual Meeting of the Shareholders to be held April 29, 1998, and
at all adjournments thereof, for the following purposes:
(1) ELECTION OF DIRECTORS
[_] FOR all nominees listed [_] WITHHOLD AUTHORITY to
below (except as marked to vote for all nominees
the contrary below) below
Lee A. Ault, III; John L. Clendenin; A. William Dahlberg; L. Phillip
Humann
(Instruction: To withhold authority to vote for any individual nominee(s),
write the nominee's name(s) below.)
- --------------------------------------------------------------------------------
(2) APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE COMPANY FOR THE YEAR 1998.
[_] FOR [_] AGAINST [_] ABSTAIN
(3) In their discretion, upon such other matters in connection with the
foregoing or otherwise as may properly come before the meeting, or any
adjournment thereof; all as set forth in the Notice of the Annual Meeting and
Proxy Statement, as dated, receipt of which is hereby acknowledged.
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE ABOVE MATTERS.
CONTINUED ON REVERSE--PLEASE COMPLETE OTHER SIDE
LOGO
(Continued from other side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
__________________________________
----------------------------------
(SIGNATURE OF SHAREHOLDER)
Dated ______________________, 1998
IMPORTANT: Please date this proxy
and sign exactly as your name or
names appear hereon. If stock is
held jointly, signature should
include both names. Executors,
administrators, trustees, guardi-
ans and others signing in a rep-
resentative capacity, please give
your full title(s).
IMPORTANT: PLEASE SIGN PROXY EXACTLY AS YOUR PRINTED NAME OR NAMES APPEAR ON
THIS PROXY.