SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
EQUIFAX INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[LOGO]
C. B. ROGERS, JR.
Chairman and
Chief Executive
Officer
Equifax Inc.
P.O. Box 4081
Atlanta, Georgia 30302
Dear Shareholder:
The 1995 Annual Meeting of Shareholders of Equifax Inc. will be held in the
Walter C. Hill Auditorium at the High Museum of Art, 1280 Peachtree Street,
N.E., Atlanta, Georgia. The meeting is scheduled for 10:00 a.m. on Wednesday,
April 26, 1995.
Information concerning the meeting, the nominees for the Board of Directors, and
other pertinent information is set forth in the Proxy Statement which follows.
As is our custom, a brief report will be made at this meeting on highlights for
the year 1994 as well as significant developments thus far in 1995. I sincerely
hope that you will be able to attend this meeting and that I will have the
opportunity to speak with you personally.
Please sign and return your proxy promptly, whether or not you plan to attend.
Your vote is very important to the Company.
On behalf of the Officers and Directors, I wish to thank you for your interest
in the Company and your confidence in its future.
Sincerely,
Chairman and
Chief Executive Officer
Atlanta, Georgia
March 24, 1995
YOUR VOTE IS IMPORTANT.
Please sign, date and return your proxy card promptly.
EQUIFAX INC.
1600 Peachtree Street, N.W.
P.O. Box 4081
Atlanta, Georgia 30302
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 26, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Equifax Inc.
will be held on April 26, 1995, at 10:00 a.m., local time, in the Walter C. Hill
Auditorium at the High Museum of Art, 1280 Peachtree Street, N.E., Atlanta,
Georgia, for the following purposes:
(a) To elect five Directors of the Company, each to serve a term of three
years;
(b) To appoint Arthur Andersen LLP as independent public accountants of
the Company for the year 1995; and
(c) To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business March 7, 1995, are entitled to
notice of and to vote at the meeting.
By order of the Board of
Directors
T. H. Magis
Secretary
Atlanta, Georgia
March 24, 1995
PLEASE SIGN AND RETURN YOUR PROXY EVEN THOUGH YOU PLAN TO ATTEND THE MEETING. IF
YOU DO ATTEND, YOU MAY, OF COURSE, VOTE IN PERSON.
EQUIFAX INC.
1600 Peachtree Street, N.W.
P.O. Box 4081
Atlanta, Georgia 30302
March 24, 1995
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 26, 1995
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Equifax Inc. of proxies to be used at the Annual Meeting
of Shareholders to be held in the Walter C. Hill Auditorium at the High Museum
of Art, 1280 Peachtree Street, N.E., Atlanta, Georgia, on April 26, 1995, at
10:00 a.m., local time. The approximate date on which the 1994 Annual Report,
Proxy Statement and form of proxy are first being sent or given to Shareholders
is March 24, 1995.
Any Shareholder who executes and delivers a proxy may revoke it any time prior
to its use.
All shares represented by effective proxies will be voted as specified in
connection with the five nominees for election to the Board of Directors and
appointment of independent public accountants for the year 1995, all as more
fully described elsewhere herein. Unless otherwise specified, the proxies will
be voted in favor of the matters mentioned above.
Only holders of issued and outstanding shares of common stock of the Company, of
record, at the close of business on March 7, 1995, are entitled to notice of, or
to vote at, the meeting. The number of shares of common stock outstanding and
entitled to vote as of March 7, 1995, was 79,681,589. Each share is entitled to
one vote.
The solicitation of proxies will be made primarily by mail. Proxies may also be
solicited personally and by telephone or facsimile transmission by regular
employees of the Company, without any additional remuneration and at minimal
cost. Also, the Company has retained the firm of Corporate Investor
Communications, Inc. to assist in the solicitation of proxies for a fee
estimated at $7,500 plus expenses. The Company intends to request banks,
brokerage houses, custodians, nominees and fiduciaries to forward the proxy
material to their principals and request authority for the execution of proxies.
The Company will reimburse such persons for their expenses in so doing, in
accordance with the rules and regulations of the New York Stock Exchange. The
cost of soliciting the proxies will be borne by the Company.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes with each class elected for
three year terms. Proxies in the accompanying form will be voted for the five
nominees listed below to serve for three years or until their successors are
elected and have qualified. Each nominee must receive a plurality of the votes
cast by the shares entitled to vote at the meeting at which a quorum is present.
A quorum exists if one-half of all shares of the capital stock of the Company
entitled to vote at the meeting is present, either in person or represented by
proxy. Abstentions and broker non-votes are each included in determining the
number of shares present and voting, with each being tabulated separately.
Abstentions are counted in tabulations of votes for election of Directors.
Broker non-votes are counted as abstentions. Trust Company Bank, the Company's
transfer agent, tabulates votes through the use of an automated system.
NOMINEES FOR TERMS EXPIRING IN 1998
NAME EXPERIENCE
- ---------------------- ---------------------------------------------------------------------
Lee A. Ault, III Private Investor. Prior to his retirement in January 1992, Mr. Ault
was Senior Vice President of the Company and Chief Executive Officer
of Telecredit, Inc., which was acquired by the Company in December
1990. Prior to the acquisition of Telecredit, Inc. by the Company,
Mr. Ault served as Chairman and Chief Executive Officer of
Telecredit, Inc. for more than five years. He serves as a Director of
Alex Brown Incorporated, Sunrise Medical Inc. and Viking Office
Products, Inc. Mr. Ault has served as a Director of the Company since
1991. He is 58.
Ron D. Barbaro Prior to his retirement in December 1992, Mr. Barbaro was President
of The Prudential Insurance Company of America, an international
multi-line insurance company. Mr. Barbaro served in various executive
positions with The Prudential Insurance Company of America or its
subsidiaries for more than five years. He serves as a Director of
Prudential of America Life Insurance Company (Canada), the Canadian
Prudential Mutual Funds, The Thomson Corporation, Canbra Foods
Limited and Clairvest Group, Inc. Mr. Barbaro has served as a
Director of the Company since 1992. He is 63.
John L. Clendenin Chairman of the Board, Chief Executive Officer and President,
BellSouth Corporation, a regional telephone utility. Mr. Clendenin
has been Chairman of BellSouth Corporation since 1984. He serves as a
Director of BellSouth Corporation, Wachovia Corporation, Providian
Corporation, The Kroger Company, Coca-Cola Enterprises, Inc., RJR
Nabisco, Inc. and Springs Industries, Inc. Mr. Clendenin has served
as a Director of the Company since 1982. He is 60.
2
NOMINEES FOR TERMS EXPIRING IN 1998 (CONTINUED)
NAME EXPERIENCE
- ---------------------- ---------------------------------------------------------------------
A. W. Dahlberg Chairman of the Board, Chief Executive Officer and President, The
Southern Company, a regional public electric utility holding company.
Mr. Dahlberg has served in an executive capacity with The Southern
Company since January 1994. Prior to that, he served as President and
Chief Executive Officer of Georgia Power Company, an electric utility
and largest subsidiary of The Southern Company. Mr. Dahlberg has
served in various executive positions with The Southern Company or
its subsidiaries for more than five years. He serves as a Director of
The Southern Company, Trust Company of Georgia, Trust Company Bank
and Protective Life Corporation. Mr. Dahlberg has served as a
Director of the Company since 1992. He is 54.
L. Phillip Humann President of SunTrust Banks, Inc., a multi-bank holding company. Mr.
Humann has served in various executive positions with SunTrust Banks,
Inc. or its subsidiary Trust Company Bank for more than five years.
He serves as a Director of SunTrust Banks, Inc., Coca-Cola
Enterprises, Inc. and Haverty Furniture Companies, Inc. Mr. Humann
has served as a Director of the Company since 1992. He is 49.
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1996
NAME EXPERIENCE
- ---------------------- ---------------------------------------------------------------------
Thomas F. Chapman Executive Vice President of the Company and Group Executive of the
Company's Financial Information Services Group. Mr. Chapman has
overall responsibility for the Company's credit marketing, target
marketing, credit reporting, collection and risk management, check
and credit card processing services. He has served as an Executive
Officer of the Company since January 1990. Mr. Chapman has served as
a Director since January 1994. He is 51.
J. C. Chartrand Executive Vice President of the Company and Chairman and Chief
Executive Officer of Equifax Canada Inc. Mr. Chartrand has overall
responsibility for the Company's International Operations Group. He
has served in various executive capacities with the Company or its
subsidiaries for more than five years. Mr. Chartrand has served as a
Director of the Company since 1990. He is 60.
Tinsley H. Irvin Retired Chairman and Chief Executive Officer, Alexander & Alexander
Services Inc., an international insurance brokerage company. Mr.
Irvin served in various executive capacities with Alexander &
Alexander Services Inc. or its subsidiaries for more than five years.
Mr. Irvin has served as a Director of the Company since 1989. He is
61.
3
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1996 (CONTINUED)
NAME EXPERIENCE
- ---------------------- ---------------------------------------------------------------------
D. Raymond Riddle Chairman of the Board and Chief Executive Officer of National Service
Industries, Inc., a diversified manufacturing and service company.
Mr. Riddle has served as an Executive Officer of National Service
Industries, Inc. since January 1993. Prior to that, Mr. Riddle served
as 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 organizations for more
than five years. He serves as a Director of National Service
Industries, Inc., Atlanta Gas Light Company, Atlantic American
Corporation, Munich American Reassurance Company, Vista Resources,
Wachovia Corporation of Georgia and Wachovia Bank of Georgia, N.A.
Mr. Riddle has served as a Director of the Company since 1989. He is
61.
Betty L. Siegel, Ph.D. President of Kennesaw State College, a senior college in the
University System of Georgia. Dr. Siegel has been President of
Kennesaw State College for more than five years. She serves as a
Director of Atlanta Gas Light Company and National Service
Industries, Inc. Dr. Siegel has served as a Director of the Company
since 1987. She is 64.
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1997
NAME EXPERIENCE
- ---------------------- ---------------------------------------------------------------------
D. W. McGlaughlin President and Chief Operating Officer of the Company. He has served
as an Executive Officer of the Company for more than five years. He
serves as a Director of Wachovia Corporation of Georgia and its
subsidiary Wachovia Bank of Georgia, N.A. Mr. McGlaughlin has served
as a Director of the Company since 1990. He is 58.
Larry L. Prince Chairman of the Board and Chief Executive Officer, Genuine Parts
Company, an automotive parts distributor. Mr. Prince has been
employed in various executive capacities by Genuine Parts Company for
more than five years. He serves as a Director of Trust Company of
Georgia, Trust Company Bank, Crawford & Co., Southern Mills, Inc. and
John H. Harland Company. Mr. Prince has served as a Director of the
Company since 1988. He is 56.
C. B. Rogers, Jr. Chairman of the Board and Chief Executive Officer of the Company. Mr.
Rogers has served as an Executive Officer of the Company for more
than five years. He serves as a Director of Sears, Roebuck & Co.,
Dean Witter, Discover & Co. and Briggs & Stratton Corporation. Mr.
Rogers has served as a Director of the Company since 1978. He is 65.
4
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1997 (CONTINUED)
NAME EXPERIENCE
- ---------------------- ---------------------------------------------------------------------
L. W. Sullivan, M.D. President of Morehouse School of Medicine, a private medical school
located in Atlanta, Georgia. Dr. Sullivan has been President of
Morehouse School of Medicine since January 1993. Prior to that, Dr.
Sullivan served as Secretary of the U.S. Department of Health and
Human Services from March 1989 to January 1993. He serves as a
Director of General Motors Corporation, 3-M Company, Bristol-Myers
Squibb, CIGNA Corporation, Georgia-Pacific Corporation and Household
International. Dr. Sullivan has served as a Director of the Company
since January 1995. He is 61.
If any nominee shall be unable to serve, the persons named in the proxy may vote
for a substitute nominee. The management has no reason to believe that any
nominee will be unable to serve. There are no family relationships between any
Director, person nominated to be a Director or Executive Officer of the Company
or its subsidiaries. Except for Equifax Canada Inc. and Equifax Payment
Services, Inc., formerly Telecredit, Inc., none of the companies or
organizations named in the above table is a parent, subsidiary or other
affiliate of the Company.
CERTAIN RELATIONSHIPS
In 1994, the Company was indebted, in the ordinary course of its business, to
Wachovia Bank of Georgia, N.A. and Trust Company Bank. The highest amount of
indebtedness during 1994 to Wachovia Bank of Georgia, N.A. was $51,377,500 in
short-term debt. The highest amount of indebtedness during 1994 to Trust Company
Bank was $10,000,000 in short-term debt. Rates of interest charged on each of
these debts were competitive with other lending institutions. In September 1990,
the Company entered into a Loan Agreement with Wachovia Bank of Georgia, N.A.
and Trust Company Bank and four other commercial banks, whereby a $450 million,
five-year, committed revolving credit facility was established to be used by the
Company for general corporate purposes. Wachovia Bank of Georgia, N.A. also
serves as Co-Agent and Administrative Agent under this Loan Agreement. Rates of
interest charged pursuant to this Loan Agreement are competitive with other
lending institutions. During 1994, no funds were borrowed or owed by the Company
under this revolving loan facility.
Messrs. Riddle and McGlaughlin serve as Directors 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. Mr. Humann
is President and a Director of SunTrust Banks, Inc. which is the parent of Trust
Company of Georgia. Messrs. Dahlberg and Prince are Directors of Trust Company
of Georgia and its subsidiary Trust Company Bank.
In January 1994, the Company purchased Cooperative Healthcare Networks, Inc., a
healthcare information services provider, from BellSouth Enterprises, Inc., a
subsidiary of BellSouth Corporation, for a purchase price of approximately $6
million. Mr. Clendenin serves as Chairman, Chief Executive Officer and President
of BellSouth Corporation.
In February 1995, the Company purchased substantially all the assets of Medical
Review Systems, Inc., a privately-held healthcare cost-containment company, for
a purchase price of approximately $5 million. Dr. Sullivan serves as a Director
of Medical Review Systems, Inc.
5
COMMITTEES OF THE BOARD
The Board of Directors of Equifax Inc. met four times during 1994. The
committees of the Board, described below, met at various intervals as indicated.
All members of the Board of Directors attended at least 75% of the meetings of
the Board and the various committees of the Board of which they were members.
EXECUTIVE COMMITTEE
Members are Messrs. Rogers (Chairman), McGlaughlin, Clendenin and Riddle. Mr. J.
V. White served as Chairman of the Executive Committee until his retirement from
service as a Director of the Company in January 1995. The Executive Committee
met six times during 1994. This Committee, in general, may exercise the powers
of the Board in managing the business and property of the Company during the
intervals between Board meetings, subject to Board direction. The Committee also
sets salaries for Executive Officers other than officers who are members of the
Executive Committee pursuant to guidelines established by the Management
Compensation Committee.
MANAGEMENT COMPENSATION COMMITTEE
Members are Messrs. Irvin (Chairman), Humann and Prince. The Management
Compensation Committee met one time during 1994. This Committee is responsible
for all decisions regarding the Chief Executive Officer's and Chief Operating
Officer's compensation and for establishing and administering compensation
policies and incentive compensation plans for Executive Officers.
AUDIT COMMITTEE
Members are Messrs. Riddle (Chairman), Dahlberg and Dr. Sullivan, who became a
member of the Committee in January 1995. Dr. Leroy Keith served as a member of
the Committee until October 1994. The Audit Committee met two times during 1994.
The Committee meets with the Company's independent public accountants to review
(1) the scope of audit work to be performed, (2) the results of the annual audit
of the financial statements and (3) other matters related to accounting and
auditing.
PENSION, THRIFT AND GROUP BENEFIT PLANS COMMITTEE
Members are Messrs. Barbaro (Chairman), Riddle and Rogers. The Pension, Thrift
and Group Benefit Plans Committee met one time during 1994. The Committee is
responsible for reporting to the Board periodically as to the effectiveness and
the funded status of the Company's retirement and thrift plans.
PUBLIC ISSUES COMMITTEE
Members are Dr. Siegel (Chairman) and Messrs. Ault and McGlaughlin. The Public
Issues Committee met one time during 1994. The Committee reviews significant
public issues of concern to the Shareholders, the Company, the business
community or the general public and makes recommendations to the Board and
Company management as deemed appropriate.
6
NOMINATING COMMITTEE
The Board does not have a Nominating Committee or any other Committee performing
a similar function.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table reflects information relating to shares of common stock
owned by the Equifax Inc. Employees Thrift Plan as of January 1, 1995, and
information relating to share ownership as reported pursuant to Section 13(d) or
13(g) of the Securities Exchange Act of 1934, as amended. The number of
outstanding shares of Equifax Inc. common stock as of January 1, 1995 was
79,294,782. All outstanding equity securities are of a single class of common
stock.
PERCENT OF
CLASS (BASED ON
NAME AND ADDRESS AMOUNT (NUMBER OF NUMBER OF SHARES
OF BENEFICIAL SHARES) AND NATURE OF OUTSTANDING AS OF
OWNER BENEFICIAL OWNERSHIP 1/1/95)
- ----------------------------------------- ------------------------------------ -----------------
Equifax Inc. -0- Sole voting power
Employees -0- Shared voting power
Thrift Plan 4,312,282 Sole investment power
1600 Peachtree Street -0- Shared investment power
Atlanta, Georgia 30309 4,312,282 Aggregate amount(1) 5.4%
Wachovia Corporation, 3,688,763 Sole voting power
as Parent Holding Company, 606,363 Shared voting power
of Wachovia Bank of North 541,993 Sole investment power
Carolina, N.A., Wachovia 90,938 Shared investment power
Bank of Georgia, N.A. and 4,316,756 Aggregate amount 5.5%
The South Carolina National
Bank, as trustees,
301 North Main Street
Winston-Salem, North Carolina
27150-3099
(1) Participants in the Thrift Plan have the right to direct the Plan Trustee's
voting of shares held for their individual accounts. In the absence of such
direction, the Trustee may not vote said shares.
7
The following table reflects information, as of January 1, 1995, relating to
shares of common stock owned by all Directors and Nominees for Director, by each
of the Executive Officers named in the Summary Compensation Table which follows
and by all Directors and Executive Officers as a group. Share ownership shown
represents sole voting and investment power of shares.
AMOUNT (NUMBER OF PERCENT OF CLASS
SHARES) AND NATURE (BASED ON NUMBER OF SHARES
NAME OF BENEFICIAL OWNERSHIP OUTSTANDING AS OF 1/1/95)
- --------------------------------- ------------------------- --------------------------------
L. A. Ault 45,554 *
R. D. Barbaro 3,000 *
T. F. Chapman 44,143(1) *
J. C. Chartrand 104,117(1) *
J. L. Clendenin 1,200 *
A. W. Dahlberg 1,000 *
L. P. Humann 1,500 *
T. H. Irvin 2,000 *
D. W. McGlaughlin 119,093(1) *
L. L. Prince 1,000 *
D. R. Riddle 1,500 *
C. B. Rogers, Jr. 503,185(1) *
B. L. Siegel, Ph.D. 576 *
D. V. Smith 48,071(1) *
L. W. Sullivan 150 *
D. F. Walsh 80,877(1) *
J. V. White(2) 97,928 *
All Directors and Executive Officers
as a Group (23 persons) 1,283,059(1) 1.6%
* Less than 1%
(1) Includes shares held in the Company Thrift Plan and stock options
exercisable on January 1, 1995, or within 60 days thereafter, as follows:
Mr. Chapman - 2,408 Thrift Plan shares and 17,800 option shares; Mr.
Chartrand - 31,500 option shares; Mr. McGlaughlin - 1,766 Thrift Plan shares
and 44,400 option shares; Mr. Rogers - 7,203 Thrift Plan shares and 115,400
option shares; Mr. Smith - 2,577 Thrift Plan shares and 21,500 option
shares; and Mr. Walsh - 14,435 Thrift Plan shares and 21,850 option shares.
As of January 1, 1995, the aggregate of such shares for all Directors and
Officers as a Group was as follows: 70,156 Thrift Plan shares and 343,095
option shares.
(2) Retired January 7, 1995.
8
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the fiscal years ended December 31, 1994, 1993
and 1992, the cash compensation paid by the Company, as well as compensation
accrued for those years, to each of the five most highly compensated Executive
Officers of the Company in 1994 in all capacities in which they served:
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------- ---------------------------- -------
OTHER
ANNUAL SECURITIES ALL OTHER
NAME AND COMPEN- RESTRICTED UNDERLYING LTIP COMPEN-
PRINCIPAL SALARY BONUS SATION STOCK OPTIONS PAYOUTS SATION
POSITION YEAR ($) ($)(1) ($) AWARDS($)(1)(2) (#) ($) ($)(3)
- ------------------------------------------------------------------------------------------------------------
C. B. Rogers, Jr. 1994 522,696 0 31,733 769,697 50,000 898,050 32,450
Chairman & Chief 1993 496,184 0 21,445 524,963 35,000 551,950 48,275
Executive Officer 1992 460,068 391,000 99,057 0 35,000 459,509 51,971
D. W. McGlaughlin 1994 354,424 192,381 10,263 221,214 25,000 449,025 4,950
President & Chief 1993 338,924 135,570 14,959 155,906 25,000 331,170 15,475
Operating Officer 1992 295,606 202,900 10,499 0 15,000 404,368 14,666
T. F. Chapman 1994 240,052 155,266 11,463 0 12,000 224,513 4,950
Executive 1993 224,668 114,581 6,220 43,923 12,000 264,936 10,664
Vice President 1992 185,290 142,300 2,820 0 8,000 137,853 8,951
D. V. Smith 1994 221,534 132,900 11,599 106,943 12,000 224,513 4,950
Executive 1993 209,038 106,609 11,737 0 12,000 264,936 11,691
Vice President 1992 185,502 125,600 6,620 0 6,000 137,853 11,494
D. F. Walsh 1994 202,042 120,325 4,475 66,524 9,000 179,610 4,950
Senior Vice 1993 193,596 90,023 6,668 34,500 8,000 264,936 11,228
President 1992 189,818 118,105 8,877 0 6,000 217,452 10,611
(1) The "Bonus ($)" column represents any annual incentive award earned and paid
in cash for performance for the specified year. For years 1994 and 1993,
participants could elect to receive all or part of any cash bonus earned in
the form of restricted stock. Beginning in 1994, all amounts earned above a
designated percentage of salary are only awarded in the form of restricted
stock. These amounts (including the 15% additional awards in stock provided
as a voluntary deferral incentive) are indicated under the "Restricted Stock
Awards" column for each respective year, although the grants were not
awarded until the following year. No other restricted stock awards were made
in 1994 or 1993. In lieu of deferral into restricted stock, Mr. Chapman
elected to defer a portion of his earned 1994 annual incentive award into
the Equifax share unit fund of the Company's Deferred Compensation Plan.
(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, 1994, total restricted stock awards outstanding
and related fair market values were as follows: Mr. Rogers - 68,316 shares
($1,801,834);
9
Mr. McGlaughlin - 29,091 shares ($767,275); Mr. Chapman - 8,792 shares
($231,889); Mr. Smith - 10,736 shares ($283,162); and Mr. Walsh - 10,732
shares ($283,056). Of these shares, 71,667 were awarded as restricted stock
in lieu of cash bonus payments to these officers for 1993 and 1994.
(3) Column "All Other Compensation" includes $27,500 in premiums for a universal
life insurance policy for Mr. Rogers to provide coverage which is otherwise
limited by the Company's group life insurance plan provisions; and Company
thrift plan matching contribution in the amount of $4,950 each for the
accounts of Messrs. Rogers, McGlaughlin, Chapman, Smith and Walsh.
STOCK OPTIONS
The following table contains information concerning the grant of stock options
under the Company's Omnibus Stock Incentive Plan to the five most highly
compensated Executive Officers of the Company as of the end of the last fiscal
year. Consistent with Company policy, the Company did not award any stock
appreciation rights to any Executive Officers during the last fiscal year and no
outstanding stock options were repriced during 1994.
OPTION GRANTS DURING YEAR
ENDED DECEMBER 31, 1994
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(3)
- ------------------------------------------------------------------------------------- ---------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED(#)(1) FISCAL YEAR ($/SHARE)(2) DATE 5%($) 10%($)
- ------------------------------------------------------------------------------------- ---------------------
C. B. Rogers, Jr. 50,000 6.9% $24.50 1/26/04 $770,396 $1,952,335
D. W. McGlaughlin 25,000 3.4% $24.50 1/26/04 $385,198 $976,167
T. F. Chapman 12,000 1.7% $24.50 1/26/04 $184,895 $468,560
D. V. Smith 12,000 1.7% $24.50 1/26/04 $184,895 $468,560
D. F. Walsh 9,000 1.2% $24.50 1/26/04 $138,671 $351,420
- -------------------------------------------------------------------------------------------------------------
(1) Options have a ten-year term and vest 25% on the first through the fourth
anniversary of the date of grant.
(2) The exercise price may be paid in cash or cash equivalent acceptable to the
Management Compensation Committee or by the surrender of shares of common
stock held for at least six months with an aggregate fair market value which
is not less than the option price.
(3) The dollar amounts under these columns are the result of calculations at 5%
and 10% rates of appreciation. They are not intended to forecast possible
future appreciation, if any, of Equifax stock price.
10
The following table sets forth information with respect to the named Executive
Officers concerning the exercise of stock options during the last fiscal year
and unexercised stock options held as of the end of the fiscal year. No stock
appreciation rights are currently held by any Executive Officer.
AGGREGATED OPTION EXERCISES DURING YEAR ENDED DECEMBER 31, 1994
AND OPTION VALUES AS OF DECEMBER 31, 1994
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AS OPTIONS AS
OF 12/31/94(#) OF 12/31/94($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE(1)
- -------------------------------------------------------------------------------------------------
C. B. Rogers, Jr. 0 $0 82,660/104,690 $762,975/$527,038
D. W. McGlaughlin 40,000 $432,500 26,550/56,450 $215,563/$285,688
T. F. Chapman 4,000 $50,500 9,000/27,500 $66,000/$141,250
D. V. Smith 5,000 $77,500 13,200/26,800 $105,375/$133,375
D. F. Walsh 6,900 $106,950 15,300/20,800 $136,075/$108,250
(1) Represents aggregate excess of market value of shares under option as of
December 31, 1994, over the exercise price of the options.
LONG-TERM INCENTIVE PLAN
The following table provides information concerning awards made during the last
fiscal year under the Company's 1988 Performance Share Plan ("1988 Plan"). Each
unit awarded represents the right, subject to certain conditions set forth in
the 1988 Plan, to receive one share of the Company's common stock or its cash
equivalent (up to 50% of total units awarded), plus cash representing dividends.
Payments of awards are tied to achieving specified levels of return on equity,
growth in earnings per share and stock price appreciation. The target amount
will be earned if 100% of targeted goals are achieved. If targeted goals are not
met or are exceeded, the award will be reduced or increased proportionately.
Awards are subject to forfeiture if minimum established performance goals are
not achieved or if a participant terminates employment during the performance
period. The dollar value of each unit awarded is determined at the end of the
measurement period with each unit's value being equal to the stock price at the
close of the measurement period plus dividends accrued over the measurement
period.
11
LONG-TERM INCENTIVE PLANS - AWARDS DURING YEAR ENDED DECEMBER 31, 1994
ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF PERFORMANCE NON-STOCK PRICE - BASED PLANS
SHARES, OR OTHER ------------------------------------------------
UNITS PERIOD UNTIL
OR OTHER MATURATION THRESHOLD TARGET MAXIMUM
NAME RIGHTS(#) OR PAYOUT (# OF UNITS) (# OF UNITS) (# OF UNITS)
- ----------------------- --------- ------------ ------------ ------------ ------------
C. B. Rogers, Jr. 25,000 12/31/96 12,500 25,000 37,500
D. W. McGlaughlin 12,000 12/31/96 6,000 12,000 18,000
T. F. Chapman 5,000 12/31/96 2,500 5,000 7,500
D. V. Smith 5,000 12/31/96 2,500 5,000 7,500
D. F. Walsh 4,000 12/31/96 2,000 4,000 6,000
PENSION PLANS
The following table shows the estimated pension benefits payable to a covered
participant at normal retirement age under the Company's qualified defined
benefit retirement plan ("Retirement Plan") and the Company's non-qualified
supplemental retirement plan, both described below, based on remuneration that
is covered under the plans and years of service with the Company and its
subsidiaries:
PENSION PLAN TABLE
YEARS OF SERVICE
HIGHEST THREE ------------------------------------------------------------
YEAR AVERAGE
COMPENSATION 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
Benefits under the Retirement Plan are based upon length of service with the
Company and the participant's average total earnings (base salary and bonus as
reported in the Summary Compensation Table) received from the Company, up to a
maximum of 125% of base salary. This average is determined by reference to the
thirty-six consecutive months during which the participant was most highly
compensated. Benefits are computed on a straight life annuity basis.
Under the Company's supplemental pension plan, the Supplemental Executive
Retirement Plan ("SERP"), Executive Officers, as determined by the Executive
Committee, may receive annual benefits equal to 1.5% of average total earnings,
multiplied by the number of years of credited service (as defined in the plan)
up to 40 years; or, depending upon the Executive Officer's salary
classification, in an amount equal to 3% of average total earnings multiplied by
the number of years of credited service, up to 20 years. Benefits payable from
the SERP are net of benefits from the Retirement Plan, without regard to the
limitations of Internal Revenue Code Sections 401(a) and 415. Participants may
receive a combined benefit amount under both plans equal to
12
a maximum of 60% of their average total earnings. The amount of each
participant's benefit under the SERP is calculated with reference to all salary
and bonuses paid and deferred (as reported in the Summary Compensation Table).
The supplemental benefits are payable from the assets of a trust established by
the Company and the general assets of the Company.
The benefit amounts listed in the table are not subject to deductions for Social
Security. Benefits payable under the plans may be reduced for Executive Officers
with less than 20 years of credited service in an amount equal to benefits
receivable from previous employers. The estimated years of service for each
named Executive Officer is as follows: C. B. Rogers, Jr. - 7 years (See
"Employment Agreements" below); D. W. McGlaughlin - 6 years (See "Employment
Agreements" below); T. F. Chapman - 5 years; D. V. Smith - 14 years; D. F.
Walsh - 41 years.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Management Compensation Committee of the Company's Board of Directors
consists of three Directors: Tinsley H. Irvin (Chairman), L. Phillip Humann and
Larry L. Prince. For additional information concerning this Committee, see
"Management Compensation Committee" above.
The Executive Committee of the Company's Board of Directors consists of four
Directors: C. B. Rogers, Jr. (Chairman), D. W. McGlaughlin, John L. Clendenin,
and D. Raymond Riddle. The Executive Committee approves the salaries of all
Executive Officers of the Company (except members of the Executive Committee).
Messrs. Rogers and McGlaughlin have served as Executive Officers of the Company
since 1987 and 1989, respectively.
Mr. Humann serves as an Executive Officer and Director of SunTrust Banks, Inc.
Mr. Prince serves as a Director of Trust Company of Georgia and its subsidiary
Trust Company Bank. In 1994, the Company was indebted, in the ordinary course of
business, to Trust Company Bank with the highest amount of indebtedness of
$10,000,000 in short-term debt. Rates of interest charged on this debt were
competitive with other lending institutions. Messrs. Riddle and McGlaughlin
serve as Directors of Wachovia Bank of Georgia, N.A., and its parent Wachovia
Corporation of Georgia. Mr. Clendenin is a Director of Wachovia Corporation, the
parent of Wachovia Corporation of Georgia. In 1994, the Company was indebted, in
the ordinary course of business, to Wachovia Bank of Georgia, N.A. with the
highest amount of indebtedness of $51,377,500 in short-term debt. Rates of
interest charged on this debt were competitive with other lending institutions.
Wachovia Bank of Georgia, N.A. and Trust Company Bank also participate in a $450
million, five-year committed revolving credit facility which is used by the
Company for general corporate purposes. Rates of interest charged under this
facility are competitive with other lending institutions. In 1994, the Company
borrowed no funds under this revolving loan facility, and no balance was
outstanding during 1994.
In January 1994, the Company purchased Cooperative Healthcare Networks, Inc., a
healthcare information services provider, from BellSouth Enterprises, Inc., a
subsidiary of BellSouth Corporation, for a purchase price of approximately $6
million. Mr. Clendenin serves as Chairman, Chief Executive Officer and President
of BellSouth Corporation.
13
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL AGREEMENTS
The Company currently has in effect employment agreements with Messrs. Rogers
and McGlaughlin. Each of these agreements provides for participation by these
Executive Officers in all employee benefit plans and the receipt of full
executive benefits, including participation in all executive incentive plans as
well as Change in Control Agreements. Messrs. Rogers and McGlaughlin are
entitled to retirement benefits, at age 65, equivalent to those provided to an
Executive Officer with 25 years of Company service.
The Board of Directors of the Company has approved Change in Control Agreements
for certain key employees. Such agreements are currently in effect for certain
key employees including Messrs. Rogers, McGlaughlin, Chapman, Smith and Walsh.
These Agreements are for renewable five-year terms and are effective only upon a
change in control of the Company. A "change in control" is defined by the
Agreements to mean the acquisition by an entity, or a group of entities acting
in concert, of more than fifty percent of the shares of outstanding stock of any
class of voting stock of the Company. In such event, upon termination of the
executive's employment, within five years after the date of a change in control,
the executive is entitled to severance pay and certain other benefits, unless
the executive's employment terminates because of death, disability, cause, or
for other than "good reason" (as defined by the Agreements). The severance
payment is a derivative of annual compensation, multiplied by a factor of three.
All benefits payable under the Agreements are subject to reduction in accordance
with the provisions of Section 280G of the Internal Revenue Code. No payment
will be made if a change in control of the Company has not occurred before the
executive reaches the age of 65. No payments have been made to any Executive
Officer under these Agreements.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Executive Officer compensation is determined by two committees of the Company's
Board of Directors. The Management Compensation Committee ("Committee"),
composed solely of outside directors, is responsible for all decisions regarding
the Chief Executive Officer's and the Chief Operating Officer's compensation and
for establishing and administering compensation policies and incentive
compensation plans for the Executive Officers of the Company. The Executive
Committee sets salaries for Executive Officers other than the Chief Executive
Officer and the Chief Operating Officer pursuant to guidelines prescribed by the
Committee. On an annual basis, the Committee reviews all decisions of the
Executive Committee with respect to Executive Officer salaries made during the
preceding twelve months.
The Committee has set forth the following goals for the Executive Officer
compensation program to ensure that it relates to and supports the Company's
overall objective of enhancing shareholder value.
- - Total compensation opportunities should be market competitive to attract and
retain talented executives.
- - The compensation program should be performance-based, providing a strong link
between performance and rewards. A significant part of each officer's total
compensation opportunity should be in the form of variable compensation, which
is expected to vary from below market to above market as performance varies.
Additionally, the degree of risk associated with variable pay should be
greatest at the topmost levels of the organization.
- - Compensation opportunities for Executive Officers should place a strong
emphasis on sustained long-term performance of the Company.
14
- - Equity ownership in the Company by Executive Officers is very important and
the officer compensation program should be designed to facilitate such
ownership.
The Committee believes that the current structure of the Executive Officer
compensation program meets these goals.
The Committee believes the Executive Officer compensation program should serve
to achieve these goals while minimizing any effect on the Company of Section
162(m) of the Internal Revenue Code. In recognition of this provision, in 1994,
the shareholders approved amendments to the Company's Omnibus Stock Incentive
Plan. The Committee believes the approval of these amendments assures that any
compensation arising from stock options or stock appreciation rights awards
under this Plan will continue to be classified as performance-based
compensation. As final regulations and other guidance are available from the
Internal Revenue Service with respect to Section 162(m), the Committee intends
to make a determination regarding any further actions.
The Committee believes competitive compensation data drawn from a broad sample
of companies, particularly those in the services industry and those reporting
annual sales or revenues of $1 billion or more, represents the most accurate
reflection of the market rate for executive talent. Although some companies are
included in both this group and the group comprising the Dow Jones Industrial
and Commercial Services - General Index used for shareholder return comparisons,
the Committee recognizes that the Company's most direct competition for
executive talent is not necessarily the same companies that are used for
performance graph purposes.
In administering the compensation program for Executive Officers, the Committee
establishes performance goals at the beginning of each performance period and
determines compensation earned on the basis of actual results achieved. As
accounting rules may require that the Company adjust actual operating earnings
to recognize and report the impact of extraordinary expense or revenue on
occasion, the Committee believes it should reserve sole discretion to take such
extraordinary items into account as they may impact the determination of any
incentive compensation amounts earned by Executive Officers. In addition, the
Committee reserves sole discretion to determine the impact other actions or
items may have on incentive compensation amounts earned as these arise. In 1994,
the Company acquired all or part of several businesses as an investment for
enhanced future profitability. The Company also committed in 1994 to incur
charges relating to insurance services and mortgage services to improve the
efficiency and profitability of these businesses as quickly as possible. The
combined unplanned impact of these actions on 1994 operating results resulted in
a reduction in reported 1994 earnings. In light of the favorable impact on
operating results in 1995 and beyond which these actions are anticipated to
provide, these actions did not adversely affect the 1994 incentive compensation
amounts approved for Executive Officers by the Committee.
EXECUTIVE OFFICER COMPENSATION
Executive Officer compensation includes several principal elements: base salary,
annual incentive and long-term incentives. The Committee's objective is to set
salaries and target incentive opportunity levels at a median competitive level
and to assure that superior performance is rewarded with above-market total
compensation through the operation of the various incentive plans.
SALARY: The Committee believes that competitive salaries are important in
attracting and maintaining a high-quality executive team. Base salaries are set
at median competitive market levels based upon the market
15
comparisons previously discussed. Salary increases are based on
market-competitive salary increase budgets which are updated annually, and on
individual job performance and any new or additional responsibilities assumed by
individual Executive Officers. Merit salary reviews are normally scheduled at
thirteen- to fifteen-month intervals for Executive Officers.
The Chief Executive Officer, Mr. Rogers, received a base salary adjustment of 5%
in February 1994. On an annual basis, this is equivalent to an increase of 4.6%,
as the time between increases for Mr. Rogers is 13 months. In reviewing the
salary of Mr. Rogers, the Committee considered the excellent financial results
reported for the Company under his leadership in 1993 and his outstanding job
performance with respect to goals established for him by the Committee in
January 1993. Competitive salary levels reported for other companies
(particularly those reporting annual sales or revenues of $1-3 billion) were
also reviewed by the Committee, and a new salary at the median competitive level
was approved.
ANNUAL INCENTIVE: For annual incentive purposes, performance is measured in
terms of annual corporate, business unit and individual performance in a manner
consistent with each Executive Officer's position. Performance objectives are
established at the beginning of each year and are based upon financial plans
approved by the Board. In the case of financial objectives, a minimum or
threshold level of performance is established, and no incentive is payable below
this level of performance. Also, levels of performance are established which
correspond to target and maximum incentive awards. The target incentive
opportunity is set at the median market competitive level, and this level of
performance generally corresponds to the Company's annual financial plan
approved by the Board.
For 1994, the Committee approved a plan which emphasized after-tax profit minus
the cost of capital employed as the primary performance measurement factor,
consistent with the Company's emphasis on increasing shareholder value.
The Committee also recognizes the significant interest in reported earnings per
share as an indicator of the Company's performance. Consequently, it established
for 1994, in addition to the measurement of profitability net of the cost of
capital employed, certain minimum earnings per share growth levels which must be
achieved in order for participants to earn an incentive at or above the
incentive threshold and above the incentive target levels.
In 1994, the Company's after-tax profit minus the cost of capital employed was
the primary basis for determining annual incentive awards earned by Messrs.
Rogers and McGlaughlin. For other Executive Officers, a 30% weighting on
corporate financial results was applied in determining the awards for Messrs.
Chapman and Smith and a 50% weighting on corporate financial results was
applicable for Mr. Walsh. Business unit measurement emphasized individual
financial results for the appropriate business units. Also, certain
non-financial goals were established and considered for each participant.
Prior to 1994, any annual incentive award earned was paid in cash or could be
deferred at the election of the individual Executive Officer. Beginning in 1994,
the Committee implemented a maximum amount which would be paid in cash.
Incentives earned above this maximum amount are awarded in the form of
restricted stock with vesting at the end of five years. The Committee believes
this provides an excellent vehicle for expanding the 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
sustained long-term performance of the Company.
16
Mr. Rogers' target annual incentive opportunity during 1994 was 60% of his base
salary, with a maximum opportunity of 180%. His plan provided that the Company's
after-tax profit minus the cost of capital employed for 1994 would represent an
80% weighting and that his achievement of certain personal goals would represent
a 20% weighting. His earned award for 1994 was 128% of salary.
In accordance with the restricted stock payment alternative for annual
incentives described in this report, Mr. Rogers elected to receive a restricted
stock grant in lieu of cash payment for the full amount of his 1994 annual
incentive award. This provided an immediate expansion of Mr. Rogers' Company
stock ownership in the amount of 26,889 shares, although these shares remain in
an escrow account subject to his fulfilling specified continued service
obligations.
PERFORMANCE SHARES: Executive Officers participate in a performance share plan,
with awards earned primarily on the basis of three-year earnings per share
growth. In addition, 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 an annual stock option grant approximate a
median long-term incentive competitiveness level. Award amounts increase and
decrease in value directly with stock price over the performance period.
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 at
least one-half in Company common stock, which is consistent with the Committee's
objective with respect to stock ownership among Executive Officers.
Mr. Rogers and the other Executive Officers earned a payment of performance
share units for Company performance during the period 1992 through 1994. The
earned award was paid in shares of Company common stock and cash, and
represented a payout of the maximum opportunity available under the award.
Company performance during the period exceeded the established minimum return on
equity and the stock price appreciation goal for the Plan also was exceeded.
Mr. Rogers received a performance share unit award for the performance
measurement period 1994 through 1996, according to the criteria described above.
STOCK OPTIONS: In recent years, the Company has granted stock options to
Executive Officers on an annual basis, with competitive grant sizes determined
accordingly. Neither the number of outstanding options held by an officer nor
the total options previously granted to any officer will have a direct effect
upon decisions regarding eligibility for or the size of current grants. 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. Additionally, the past performance of the Company
will not directly affect option grant determinations, except to the extent the
Company's historical stock price and dividend performance may be considered in
the grant valuation models utilized by independent compensation consultants to
the Company. Grant sizes are based on the Executive Officer's level of
responsibility and his corresponding potential contribution to the Company's
growth and profitability. All options granted have exercise prices equal to the
market price of the Company's stock on the date of grant. Thus, Executive
Officers will only benefit if the Company's stock price increases above the
exercise price. Mr. Rogers and the other Executive Officers were granted stock
options during 1994, based on these criteria.
RESTRICTED STOCK: In 1993, the Committee introduced an application of
restricted stock to significantly enhance the fulfillment of the established
officer compensation philosophy, particularly with respect to
17
retention and the alignment of the financial interests of Executive Officers and
the Company's shareholders. Executive Officers are provided a choice of
receiving any annual incentive earned in the form of a cash payment or a
restricted stock grant. As a consequence of this grant approach, any prior
restricted stock grant would have no bearing upon the approval of the new award.
The restricted stock vests at the conclusion of five years of continued service.
In recognition of the substantial risk assumed by the executive in terms of
forfeiture of such restricted shares, as well as the associated market risk and
deferral of economic benefits of current cash compensation, the Committee
provided an incentive to encourage voluntary deferrals into stock. An
incremental amount of stock equivalent to 15% of the cash award earned was
determined to be an appropriate incentive for this purpose. In both 1993 and
1994, 70% of the Executive Officers voluntarily elected restricted stock grants
in lieu of cash incentive payments.
As described previously in the discussion of Annual Incentives, the Committee
added mandatory restricted stock grants as a form of award for annual incentives
earned above an established amount in 1994. Several Executive Officers earned
incentives above this amount for 1994 and, consequently, received part of their
incentive in the form of restricted stock. The combined voluntary and mandatory
deferrals into restricted stock of 1994 incentives resulted in immediate
additional Company stock ownership of 45,256 shares awarded to 80% of the
Company's Executive Officers.
To the extent the above report pertains to the setting of salaries for Executive
Officers other than the Chief Executive Officer and the Chief Operating Officer,
it is jointly submitted by the Executive Committee.
MANAGEMENT COMPENSATION COMMITTEE EXECUTIVE COMMITTEE
T. H. Irvin, Chairman C. B. Rogers, Jr., Chairman
L. P. Humann J. L. Clendenin
L. L. Prince D. W. McGlaughlin
D. R. Riddle
18
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the cumulative
total return (including dividends) from $100 invested in the Company's common
stock over the five fiscal years in the period ending December 31, 1994, with
cumulative total returns from the same investment in both the S&P 500 Index and
the Dow Jones Industrial and Commercial Services - General Index published by
Dow Jones and Company, Inc. The comparison is based on a $100 investment on
December 31, 1989, in the Company's common stock and in each of the specified
indices and assumes all dividends were reinvested.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG EQUIFAX INC., THE S&P 500 STOCK INDEX
AND THE DOW JONES INDUSTRIAL & COMMERCIAL SERVICES-
GENERAL INDEX
[GRAPH]
Measurement Period DJ IND & COMM
(Fiscal Year Covered) EQUIFAX INC. S&P 500 SRVC- GENL
1989 100 100 100
1990 104 97 94
1991 105 126 117
1992 141 136 133
1993 192 150 139
1994 189 152 134
DIRECTOR COMPENSATION
Each Director of the Company who is not an employee of the Company is paid a fee
of $1,000 for attendance at any meeting of the Board of Directors. Each such
Director who is a member of a committee elected or appointed by the Board of
Directors receives a fee of $1,000 for each regular meeting of the committee
attended. Additionally, each non-employee Director receives a fee of $5,000 per
quarter for services as a
19
Director, plus an additional $1,000 per quarter if a member of the Executive
Committee or if Chairman of any other Committee other than the Executive
Committee. The Chairman of the Executive Committee, provided such person is not
an employee of the Company, receives a fee of $4,000 per quarter.
In July 1994, non-employee Directors became eligible for participation in the
Company's Deferred Compensation Plan (the "Plan") whereby each non-employee
Director may elect to defer up to 100% of earned Director fees into, and are
credited with amounts based on, one or more of the following accounts: (a) the
market value of and dividends on the Company's common shares ("common share
equivalents"), or (b) the prime lending rate (determined the first day of each
month) as reported in the Wall Street Journal. Funds invested in common share
equivalents may be redeemed only for cash on a fixed date or upon termination of
service as a Director. Annual elections by a non-employee Director with respect
to common share equivalents are irrevocable and transfers of funds out of this
account, as well as hardship withdrawals, are not permitted. No Director has
voting or investment powers in common share equivalents. The approximate number
of common share equivalents held by Directors, as of December 31, 1994, is as
follows: T. H. Irvin - 451 units, L. P. Humann - 400 units, B. L. Siegel - 200
units and L. L. Prince - 400 units.
In January 1995, the Board of Directors adopted the Equifax Inc. Non-Employee
Director Stock Option Plan under which non-employee Directors each receive 1,000
non-qualified options once each year at the regularly scheduled Annual Meeting
of Shareholders. A total of 150,000 shares are issuable under this Plan. All
option awards become 100% vested one year after date of grant and expire five
years after date of grant. The option exercise price for each share of stock is
the greater of (i) the par value of a share of stock, or (ii) the fair market
value of a share of stock on the date the option is granted. Payment of the
option price upon the exercise of an option may be made only in cash. All
options granted under this Plan are non-transferable other than by will, the
laws of descent and distribution or pursuant to a qualified domestic relations
order. This Plan will expire April 30, 2005.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Arthur Andersen LLP, independent public accountants, is recommended
to the Shareholders to audit the accounts and financial statements of the
Company for the year 1995. This firm has served in this capacity since 1948.
Representatives of the firm will be present at the Shareholders' meeting and
shall have the opportunity to make a statement if they desire to do so and to
respond to appropriate questions.
OTHER MATTERS
SECURITIES EXCHANGE ACT OF 1934: Under the securities laws of the United
States, the Company's Directors, Executive Officers and certain other officers,
and any persons holding more than ten percent of the Company's common stock are
required to report their ownership of the Company's common stock and any changes
in that ownership to the Securities and Exchange Commission and any exchange on
which its stock is traded. Specific due dates for these reports have been
established, and the Company is required to report in this proxy statement any
failure to file by these dates. All of these filing requirements have been
satisfied by its Directors and officers, except for J. C. Chartrand who, relying
on advice from the Company, did not timely report one transaction involving a
change of beneficial ownership occurring in 1992 from direct to indirect
ownership. In making these statements, the Company has relied on the written
representations of its Directors and officers and copies of the reports that
they have filed with the Commission.
20
SHAREHOLDER PROPOSALS: To be considered for inclusion in the Proxy Statement
for the Annual Meeting of Shareholders to be held in 1996, Shareholder proposals
must be received by the Company at its Home Office on or before November 23,
1995.
Management is not aware at this date that any other business matters will come
before the meeting. If, however, any other matters should properly come before
the meeting, it is the intention of the persons named in the proxy to vote
thereon in accordance with their judgment.
EQUIFAX INC.
T. H. Magis
Secretary
Atlanta, Georgia
March 24, 1995
21
PROXY EQUIFAX INC.
The undersigned hereby appoints C. B. Rogers, Jr.; D. W. McGlaughlin; 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 26, 1995, and at
all adjournments thereof, for the following purposes:
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed below (except / / WITHHOLD AUTHORITY to vote
as marked to the contrary below) for all nominees listed below
Lee A. Ault, III; Ron D. Barbaro; John L. Clendenin; A. W. Dahlberg; L.
Phillip Humann
(INSTRUCTION: To withhold authority to vote for any individual nominee(s),
write the name(s) of such nominee(s) immediately below.)
------------ ------------ ------------ ------------ ------------
2. PROPOSAL TO APPOINT ARTHUR ANDERSEN LLP as independent public accountants for
the Company for the year 1995.
/ /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
(Continued from other side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
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,
guardians and others signing in
a representative capacity,
please give your full title(s).
------------------------------------
------------------------------------
(SIGNATURE OF SHAREHOLDER)
Dated: , 1995
------------------------
IMPORTANT: PLEASE SIGN PROXY EXACTLY AS YOUR NAME OR NAMES APPEAR HEREON.