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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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:

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):

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1550 Peachtree Street, N.W.

Atlanta, Georgia 30309

Dear Shareholder:

You are cordially invited to attend our 2010 Annual Meeting of Shareholders to be held on Friday, May 7, 2010 at 9:30 a.m., Eastern Daylight Time, at our principal executive offices located at the address shown above.

In addition to addressing the matters described in the attached notice of annual meeting and proxy statement, we will use the meeting as an opportunity to report on our recent activities. You will be able to ask questions and to meet your company’s directors and senior leadership team.

Your vote is important. Whether or not you plan to attend the annual meeting in person, we encourage you to vote so that your shares will be represented and voted at the meeting. The proxy statement explains how to vote.

Thank you for your continued support of Equifax.

Sincerely yours,

Richard F. Smith

Chairman and Chief Executive Officer

March 24, 2010

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1550 Peachtree Street, N.W.

Atlanta, Georgia 30309

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

AND

PROXY STATEMENT

March 24, 2010

Purpose: To consider and act upon the following proposals:

Shares represented by properly executed proxies will be voted in accordance with the instructions specified therein. Shares represented by proxies that are not limited to the contrary will be voted for the election as directors of the persons nominated in the accompanying proxy statement and for ratification of the appointment of Ernst & Young LLP.

Shareholders of record at the close of business on March 2, 2010 are entitled to notice of and to vote at the meeting or any adjournment of the meeting.

It is important that your shares be represented and voted, whether or not you plan to attend the meeting. If you accessed the attached proxy statement through the Internet after receiving a notice of Internet availability of proxy materials by e-mail or regular mail, you may cast your vote by telephone or over the Internet by following the instructions in the notice. If you received the proxy statement by regular mail, you may cast your vote by mail, by telephone or over the Internet by following the instructions on the enclosed proxy card. Due to recent rule changes by the New York Stock Exchange, or NYSE, brokers will not be able to vote their customers’ shares for the election of directors unless customers return voting instructions. Therefore, if your shares are held in street name by your bank or broker, it is important for you to return your voting instructions in order that your shares are voted for the election of directors.

By order of the Board of Directors,

Dean C. Arvidson

Corporate Secretary

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1550 Peachtree Street, N.W.

Atlanta, Georgia 30309

(404) 885-8000

PROXY STATEMENT

2010 ANNUAL MEETING OF SHAREHOLDERS

Friday, May 7, 2010

GENERAL INFORMATION

Proxy Solicitation

These proxy materials are being mailed or otherwise sent to shareholders of Equifax Inc. (“Equifax” or “Company”) on or about March 24, 2010 in connection with the solicitation of proxies by the Board of Directors for Equifax’s Annual Meeting of Shareholders (the “2010 Annual Meeting”) to be held on Friday, May 7, 2010 at 9:30 a.m. Eastern Daylight Time, at our principal executive offices at the address shown above. Important Notice Regarding the Availability of Proxy Materials for the 2010 Annual Meeting of Shareholders to be held on May 7, 2010: this proxy statement, along with our Annual Report on Form 10-K for the year ended December 31, 2009 and the 2009 Annual Report to Shareholders, are available at www.equifax.com/investor_center/financial_snapshot/en_us.

Directors, officers and other Equifax associates also may solicit proxies by telephone or otherwise. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. Equifax has retained Laurel Hill Advisory Group, LLC to assist in soliciting proxies for a fee not to exceed $6,500 plus expenses. The cost of soliciting proxies will be borne by Equifax.

Shareholders Entitled to Vote; Attendance at the Meeting

Shareholders of record on the close of business on March 2, 2010 are entitled to notice of and to vote at the meeting. As of such date, there were 126,249,327 shares of Equifax common stock outstanding, each entitled to one vote.

If shares are held in the name of a bank, broker or other holder of record (also known as “street name”) and you wish to attend the meeting, you must present proof of ownership as of the record date, such as a current bank or brokerage account statement, to be admitted. Equifax also may request appropriate identification as a condition of admission.

Quorum; Required Vote

The holders of a majority of the shares entitled to vote at the meeting must be present in person or represented by proxy to constitute a quorum. Abstentions and shares that, under New York Stock Exchange, or NYSE rules, brokers have the authority to vote in the absence of timely instructions from the beneficial owners are treated as present for purposes of determining a quorum.

With respect to Proposal 1, directors are elected by a majority of the votes cast at the meeting in uncontested elections, such as the one at the 2010 Annual Meeting. A majority of the votes cast in the election of directors means that the number of votes cast “for” a director exceeds the number of votes cast “against” that director. Therefore, abstentions and shares (if any) for which, under NYSE rules, brokers do not have the authority to vote in the absence of instructions from beneficial owners (“broker non-votes”) will not be counted as votes cast and, accordingly, will have no effect on the outcome of the vote for directors. If an incumbent director/nominee fails to receive a majority of the votes cast in an uncontested election, the director must submit his or her resignation. The Board will then consider what action is to be taken with respect to the resignation. We will publicly disclose the Board’s decision.

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Approval of Proposal 2, to ratify the appointment of our independent registered public accounting firm for 2010, requires the affirmative vote of a majority of the votes cast at the meeting. Under NYSE rules, brokers that do not receive instructions on how to vote on Proposal 2 may cast those votes in their discretion. Under Georgia law, in determining whether this proposal has received the requisite number of affirmative votes, abstentions and broker non-votes will not be counted as votes cast and, accordingly, will not affect the outcome of the vote.

How to Vote

Shareholders of record.    Shareholders of record may attend and cast their votes at the meeting. In addition, shareholders of record may cast their vote by proxy and participants in the Equifax plans described below may submit their voting instructions by:

Votes cast through the Internet and telephone voting procedures are authenticated by use of a personal identification number. This procedure allows shareholders to appoint a proxy, and the various Equifax plan participants to provide voting instructions, and to confirm that their actions have been properly recorded. Specific instructions to be followed are set forth on the enclosed proxy card. If you vote through the Internet or by telephone, you do not need to return your proxy card.

Beneficial owners.    If you are the beneficial owner of shares held in “street name,” you have the right to direct your bank, broker or other nominee on how to vote your shares by using the voting instruction form provided to you by them, or by following their instructions for voting through the Internet or by telephone. In the alternative, you may vote in person at the meeting if you obtain a valid proxy from your bank, broker or other nominee and present it at the meeting. In order for your shares to be voted on all matters presented at the meeting, including the election of directors, we urge all shareholders whose shares are held in street name by a brokerage firm to provide voting instructions to the brokerage firm.

Participants in the Equifax Inc. 401(k) Plan and the Equifax Canada Retirement Savings Program for Salaried Employees (collectively, the “Equifax Plans”).    Participants in the Equifax Plans may instruct the applicable plan trustee how to vote all shares of Equifax common stock allocated to their accounts. To allow sufficient time for the plan trustees to vote, the trustees must receive your voting instructions no later than 11:59 p.m. Eastern Daylight Time on May 5, 2010. The 401(k) Plan trustee will vote shares for which it has not received instructions in the same proportion as the shares for which it has received instructions. The Canada Retirement Savings Program trustee will only vote those plan shares for which voting instructions are received prior to this deadline. Participants in the Equifax Plans may not vote the shares owned through such plans after this deadline, including at the 2010 Annual Meeting.

Revocation of Proxies

A proxy given by a shareholder of record may be revoked at any time before it is voted at the meeting by submitting a new proxy with a later date, voting in person at the meeting, or sending written notice of revocation to: Equifax Inc., 1550 Peachtree Street, N.W., Atlanta, Georgia 30309, attention: Corporate Secretary.

If you are the beneficial owner of shares held in “street name,” you may submit new voting instructions in the manner provided by your bank, broker or other nominee, or you may vote in person at the 2010 Annual Meeting in the manner described above under the heading “How to Vote.”

Other Matters

The Board of Directors is not aware of any matters to be presented at the meeting other than those set forth in the accompanying notice. If any other matters properly come before the meeting, the persons named in the proxy will vote on such matters in accordance with their best judgment.

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Multiple Equifax shareholders who share an address may receive only one copy of this proxy statement and the 2009 Annual Report from their bank, broker or other nominee, unless contrary instructions are received. We will deliver promptly a separate copy of this proxy statement and the 2009 Annual Report to any Equifax shareholder who resides at a shared address, to which a single copy of the documents was delivered, if the shareholder makes a request by contacting the Office of Corporate Secretary, Equifax, P.O. Box 4081, Atlanta, Georgia 30302, telephone (404) 885-8000, or Internet at corpsec@equifax.com.

CORPORATE GOVERNANCE AND BOARD MATTERS

General

The Board oversees, counsels and directs management in the long-term interests of the Company and our shareholders. The Board’s responsibilities include:

Our Board of Directors is comprised of ten members, divided into two classes of three directors each and one class of four directors, with the directors in each class serving three-year terms and with the terms of office of one class expiring at each annual meeting of shareholders. Under our amended Articles of Incorporation and Bylaws approved by our shareholders at the 2009 Annual Meeting, our Board is transitioning from a classified board to a declassified board. The declassification will begin with the election of Class III directors for a one-year term at the 2010 Annual Meeting, and will continue to take place as follows: at the 2011 Annual Meeting, Class II and Class III directors will be elected to a one-year term; and at the 2012 Annual Meeting (and at each annual meeting of shareholders thereafter), all directors will be elected for a one-year term, at which time the classifications will be eliminated.

The Board has determined that 10 to 12 directors is its appropriate current size. The Board believes this range is sufficient to ensure the presence of directors with diverse experience and skills, without hindering effective decision-making or diminishing individual responsibility. The Board also believes this range is flexible enough to permit the recruitment, if circumstances so warrant, of any outstanding director candidate in whom the Board may become interested. The Governance Committee periodically reviews the size of the Board and recommends changes as appropriate.

Leadership Structure of the Board

In accordance with our bylaws, the Board elects our CEO and our Chairman of the Board, and each of these positions may be held by the same person or may be held by two persons. Under our Corporate Governance Guidelines, the Board does not have a policy, one way or another, on whether the roles of the Chairman and the CEO should be separate and, if it is to be separate, whether the Chairman should be selected from among the non-employee directors or be an employee. If the Chairman is not an independent director, however, the Guidelines require that a Presiding Director shall be recommended by the Governance Committee and elected by a majority of independent directors. The Governance Committee charter provides that it shall recommend to the Board the corporate governance structure of the Company.

The Chairman of the Board is responsible for chairing Board and shareholder meetings, setting the agenda for Board meetings and providing information to the Board members in advance of meetings and between meetings. Pursuant to Equifax’s Guidelines, the duties of the Presiding Director include acting as liaison with the CEO, chairing

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executive sessions of the Board, and communicating consolidated feedback, as appropriate, from those meetings to the CEO, although all directors continue to interact directly with the CEO, provide input on presentations by management at Board and Committee meetings, and have complete access to our management and employees.

The Governance Committee and the Board have determined that our current Board structure, combining the principal executive officer and board chairman positions and utilizing a Presiding Director, is the most appropriate leadership structure for Equifax and its shareholders. Combining the Chairman and CEO roles fosters clear accountability, effective decision-making, alignment with corporate strategy, direct oversight of management, full engagement of the independent directors, and continuity of leadership. Each director has an equal stake in the Board’s actions and accountability to the Company and its shareholders, and the Company’s existing corporate governance practices achieve independent oversight and management accountability. As the officer ultimately responsible for the day-to-day operation of the Company and for execution of its strategy, the Board believes that the CEO is the director best qualified to act as Chairman of the Board and to lead Board discussions regarding the performance of the Company.

The Company’s governance practices provide for strong independent leadership, independent discussion among directors, and independent evaluation of, and communication with, members of our senior leadership team. These governance practices are reflected in the Guidelines and the various charters of the Board Committees which are described below. Some of the relevant practices include:

The Board’s Role in Risk Oversight

Our Board oversees an enterprise-wide risk management program which is designed to support the achievement of our organizational and strategic objectives, to identify and manage risks, to improve long-term organizational performance and to enhance shareholder value. On an annual basis, the Board (1) performs an enterprise risk assessment with management to review the principal risks facing the Company, monitor the steps management is taking to map and mitigate these risks; and (2) sets the level of risk appropriate for the Company (the “risk appetite”) in business strategy reviews. Risks are assessed throughout the business, focusing on three primary areas: financial risk, operational/strategic risk and ethical/legal/compliance risk. The CEO and our senior leadership team receive comprehensive periodic reports on the most significant risks from the head of our internal audit function. Each business unit and corporate support unit has primary responsibility for assessing risks within their respective areas of responsibility and mitigating those risks.

In addition, each of our Board committees considers the risks within its areas of responsibility. For example, the Audit Committee reviews risks related to financial reporting; discusses material violations, if any, of Company ethics and compliance policies brought to its attention; considers the Company’s annual audit risk assessment which identifies internal control risks and drives the internal and external audit plan for the ensuing year; and considers the impact of risk on our financial position and the adequacy of our risk-related internal controls. The Compensation, Human Resources & Management Succession Committee reviews compensation, human resource and management succession risks. The Governance Committee focuses on corporate governance risks, including evaluation of our leadership and risk oversight structure to ensure that it remains the optimal structure for our Company and shareholders. The recently created Technology Committee enhances the Board’s focus on technology-related risks and opportunities.

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The Board believes that the administration of the Board’s risk oversight function has not affected its leadership structure. In reviewing the Company’s compensation programs, the Compensation, Human Resources & Management Succession Committee has reviewed whether compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company and has concluded that they do not create such risks as presently constituted.

The Board’s Role in CEO and Executive Succession Planning

Our Board is accountable for the development, implementation and continual review of a succession plan for the CEO and other executive officers. Board members are expected to have a thorough understanding of the characteristics necessary for a CEO to execute a long-term strategy that optimizes operating performance, profitability and shareholder value creation. As part of its responsibilities under its charter, the Compensation, Human Resources & Management Succession Committee oversees the succession planning process for the CEO and the senior leadership team. The process ensures that critical business capabilities are safeguarded, executive development is accelerated, and strategic talent is leveraged to focus on current and new business imperatives. The ongoing succession process is designed to reduce vacancy, readiness and transition risks and develop strong leadership quality and executive bench strength. The specific criteria for the CEO position are aligned with our long-term Growth Playbook, and succession and development plans are monitored for each of the CEO’s direct reports, including high potential internal CEO succession candidates, all of whom have ongoing exposure to the Board and are reviewed annually with the Board by the CEO and the Corporate Vice President and Chief Human Resources Officer. The Committee and the Board also review the foregoing in executive session on a regular basis.

Meetings of the Board and its Committees

During 2009, the Board held six meetings; the Audit Committee met eight times; the Compensation, Human Resources & Management Succession Committee met seven times; the Finance Committee met five times; and the Governance Committee met four times. All directors and director nominees attended 75% or more of the aggregate of the meetings of the Board and of the committees of the Board on which such directors served. The Board also believes that it is important for directors to make themselves available to our shareholders by attending the Annual Meeting in the absence of an unavoidable scheduling conflict or other valid reason. All directors then serving attended our 2009 Annual Meeting.

Board Committees

The Board appoints committees to help carry out its duties and work on key issues in greater detail than is generally possible at Board meetings. Committees regularly review the results of their meetings with the Board. The Board currently has five committees, all of which are composed of independent directors as defined in the NYSE rules (the former Finance Committee included one management director, our CEO). Each committee operates pursuant to a written charter which is available as described below “Corporate Governance Guidelines” on page 7. Below is a table showing the current members of each committee.

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The Audit Committee has sole authority to appoint, review and discharge our independent registered public accounting firm. The committee reviews and approves in advance the services provided by our independent registered public accounting firm, reviews and discusses the independence of that firm, oversees the internal audit function, reviews our internal accounting controls and financial reporting process, and administers our Code of Ethics and Business Conduct. The committee reviews the Company’s guidelines and policies related to enterprise risk assessment and risk management, and management’s plan for risk mitigation or remediation. The committee meets separately with the internal and external auditors to ensure full and frank communications with the committee. The Board has determined that Messrs. Copeland, Daleo and Feidler are each “financially literate” under the NYSE rules and an “audit committee financial expert” under the SEC rules.

The Audit Committee has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010, and is recommending that our shareholders approve this selection at the Annual Meeting. See Proposal 2 on page 16 and the Audit Committee Report on page 18.

The Compensation, Human Resources & Management Succession Committee, sometimes referred to in this proxy statement as the “Compensation Committee,” determines the compensation for our executive officers, establishes our compensation policies and practices, and reviews annual performance under our employee incentive plans. The committee also advises management and the Board on succession planning and other significant human resources matters. See the “Report of the Compensation, Human Resources & Management Succession Committee” on page 35.

The Compensation Committee makes all compensation decisions for the Named Executive Officers, or NEOs, listed in the Summary Compensation Table on page 36, and approves recommendations regarding equity awards to all executive officers required to file reports under Section 16(a) of the Securities Exchange Act of 1934, whom we refer to as our Section 16 Officers.

Role of Compensation Committee and Management in Determining Executive Compensation. The CEO annually reviews the performance of each other NEO. The CEO’s performance is reviewed by the Committee with input from the non-employee members of the Board. The conclusions reached and recommendations made based on these reviews, including with respect to salary adjustments and annual award amounts, are presented to the Committee for approval. Members of management play various additional roles in this process:

The Committee considers these recommendations and exercises discretion in modifying any recommended adjustments or awards to executives based on considerations deemed appropriate by the Committee. Although members of our management team participate in the executive compensation process, the Committee also meets regularly in executive session without any members of the management team present. The Committee makes the final determination of the executive compensation package provided to each of our NEOs, with input from the non-employee members of the Board in executive session with respect to the CEO’s compensation.

Compensation Consultant Services and Fees. The Committee has the sole authority from the Board for the appointment, compensation and oversight of the Company’s outside compensation consultant. During 2009, the Committee engaged Hewitt Associates LLC, or Hewitt, an outside global human resources consulting firm, to provide consulting advice with respect to compensation for NEOs as well as for other Section 16 Officers. During 2009, Hewitt was asked to:

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During 2009, Equifax paid Hewitt $255,011 for executive compensation services and $365,934 for other services related to referrals of business to Equifax’s TALX business unit. The decision to pay Hewitt referral fees was made by TALX management prior to its acquisition by Equifax in 2007 and was not approved by the Compensation Committee or the Board of Equifax, although the Committee received regular updates during 2009 on these other fees. Based on policies and procedures implemented by the Committee and Hewitt to ensure the objectivity of Hewitt’s individual executive compensation consultants, the Committee believes that the referral fees were on terms similar to those provided to other companies in the normal course of business, and that the consulting advice it received from Hewitt was objective and not influenced by Hewitt’s other relationships with the Company. Effective January 29, 2010, Hewitt spun-off part of its North American Executive Compensation business into a new and independent consulting firm, Meridian Consulting Partners LLC. As a result, the Committee’s executive compensation consultant was completely independent as of January 29, 2010.

The Executive Committee is authorized to exercise the powers of the Board in managing our business and property during the intervals between Board meetings, subject to Board discretion and applicable law.

The Finance Committee assisted the Board with respect to material financing transactions, evaluation of acquisition and divestiture transactions, and reviews our financial goals and strategies, including any proposed material changes to capital structure or financial policies. The various functions of the committee were assumed by the full Board and the Audit Committee on February 5, 2010.

The Governance Committee reviews and makes recommendations to the Board regarding nominees for director; recommends to the Board, and monitors compliance with, our Governance Guidelines and other corporate governance matters; conducts an annual review of the effectiveness of our Board; makes recommendations to the Board with respect to Board and committee organization, membership and function; and exercises oversight of Board compensation. Our process for receiving and evaluating Board member nominations from our shareholders is summarized under the captions “Director Qualifications and Nomination Process” on page 9 and “Shareholder Proposals or Director Nominations for 2011 Annual Meeting” on page 53.

The Technology Committee was formed in February 2010 and assesses our technology development strategies and makes recommendations to the Board as to scope, direction, quality, investment levels and execution of technology strategies; oversees the execution of technology strategies formulated by management and technology risk and opportunities; provides guidance on technology as it may pertain to, among other things, investments, mergers, acquisitions and divestitures, research and development investments, and key competitor and partnership strategies.

Corporate Governance Guidelines

The Board has adopted a Mission Statement and Guidelines on Significant Corporate Governance Issues, or Guidelines. The Governance Committee is responsible for overseeing the Guidelines and annually reviews them and makes recommendations to the Board concerning corporate governance matters. The Board may amend, waive, suspend, or repeal any of the Guidelines at any time, with or without public notice, as it deems necessary or appropriate in the exercise of the Board’s judgment or fiduciary duties.

Among other matters, the Guidelines include the following items concerning the Board:

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Our Guidelines are posted at www.equifax.com/about_equifax/governance_principals/en_us.

Code of Ethics

We have adopted codes of ethics and business conduct applicable to our directors, officers and employees, available at www.equifax.com/about_equifax/corporate_governance/en_us, or in print upon request to the Corporate Secretary at the above address. Any amendment or waiver of a provision of these codes of ethics or business conduct that applies to any Equifax director or executive officer will also be disclosed on this website.

Director Independence

Pursuant to New York Stock Exchange rules, the Board affirmatively determines the independence of each director nominee in accordance with the Guidelines. The Guidelines include categorical director independence standards which are consistent with the NYSE rules and require that a majority of the Board be comprised of independent directors. A copy of our Director Independence Standards is attached as Appendix A to this proxy statement.

Based on these standards, the Board has affirmatively determined that each of the following eight non-employee directors is independent and has no material relationship with Equifax, except as a director and shareholder of Equifax: James E. Copeland, Jr., Robert D. Daleo, Walter W. Driver, Jr., Mark L. Feidler, L. Phillip Humann, Siri S. Marshall, John A. McKinley and Mark B. Templeton. Richard F. Smith and William W. Canfield were not deemed independent directors because they are also executive officers of Equifax.

The Board considered and reviewed a limited number of commercial transactions undertaken in the ordinary course of our business with businesses and charities where our directors serve as officers or directors. As noted in the following paragraph, each of these transactions is significantly below the thresholds set forth in the categories of immaterial relationships described in our Director Independence Standards.

Review of Related-Person Transactions

Equifax has adopted a written policy for approval or ratification of transactions between the Company and its directors, director nominees, executive officers, beneficial owners of more than 5% of our outstanding common stock, and their respective family members where the amount involved in the transaction exceeds or is expected to exceed $120,000 in a single calendar year. The policy provides that the Audit Committee reviews transactions subject to the policy and decides whether or not to approve or ratify those transactions. In doing so, the Audit Committee determines whether the transaction is in the best interests of Equifax. In making that determination, the Audit Committee takes into account the following, among other factors it deems appropriate: the extent of the related person’s interest in the transaction; whether the transaction is on terms generally available to an unaffiliated third party under the same or similar circumstances; the benefits to Equifax; the availability of other sources for comparable products or services; and the terms of the transaction.

The Governance Committee also determines the impact or potential impact on a director’s independence in the event the related party is a director, an immediate family member of a director, or an entity in which a director is a partner, shareholder or executive officer.

In the ordinary course of business, Equifax and its subsidiaries may have transactions with companies and organizations whose executive officers are also Equifax directors. The independent directors listed above are affiliated with companies that have business relationships with Equifax. The Board has determined under its Director Independence Standards that none of these relationships is material, individually or in the aggregate, and such

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relationships do not prevent the directors from being independent directors. In the opinion of management, the terms of such arrangements and other services are fair and reasonable and as favorable to Equifax and its subsidiaries as those which could have been obtained from unrelated third parties at the time of their execution. In each case, Audit Committee approval or ratification was obtained in accordance with our related party transaction approval policy and practices. See “Certain Relationships and Related Transactions” on page 52.

Communicating with Directors

Shareholders and other interested parties who wish to communicate with our directors, a committee of the Board of Directors, the Presiding Director, the Board’s non-management directors as a group, or the Board generally should address their correspondence accordingly and send by mail to Equifax Inc., c/o Corporate Secretary, 1550 Peachtree Street, N.W., Atlanta, Georgia 30309. All concerns related to audit or accounting matters will be referred to the Board’s Audit Committee.

Director Qualifications and Nomination Process

The Governance Committee of our Board is the standing committee responsible for selecting the slate of director nominees for election by our shareholders. The Committee recommends those nominees to the full Board for approval. In the past, our Governance Committee has utilized the services of a third party search firm to assist in the identification and evaluation of potential director nominees. The Committee may engage such firms to provide such services in the future, as it deems appropriate.

Our Governance Committee determines the selection criteria and qualifications for director nominees. As set forth in our Governance Guidelines, a candidate must have demonstrated accomplishment in his or her chosen field, character and personal integrity, and the ability to devote sufficient time to carry out the duties of an Equifax director. The Committee and the Board consider whether the candidate is independent under the standards described above under “Director Independence.” In addition, the Committee and the Board consider all information relevant in their business judgment to the decision of whether to nominate a particular candidate, taking into account the then-current composition of the Board and assessment of the Board’s collective requirements. These factors may include a candidate’s age, professional and educational background; reputation, industry knowledge and business experience and relevance to the Company and the Board (including the candidate’s understanding of markets, technologies, financial matters and international operations); whether the candidate will complement or contribute to the mix of talents, skills and other characteristics that are needed to maintain the Board’s effectiveness; and the candidate’s ability to fulfill responsibilities as a director and as a member of one or more of our standing Board committees. Although the Committee does not have a formal diversity policy for Board membership, it considers whether a director nominee contributes or will contribute to the Board in a way that can enhance the perspective and experience of the Board as a whole through diversity in gender, ethnicity, geography and professional experience.

The Board believes that nomination of a candidate should not be based solely on these factors noted above. When current Board members are considered for nomination for re-election, the Committee also takes into consideration their prior Board contributions, performance and meeting attendance records. The effectiveness of the Board’s skills, expertise and background is also considered as part of each Board annual self-assessment. The Committee and the Board do not assign specific weights to particular criteria, and no particular criterion is a prerequisite for Board membership. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a complete mix of experience, knowledge, and abilities that will allow the Board to fulfill its responsibilities. Our current Board is geographically diverse with half of the members based outside the Company’s headquarters in Georgia; there is a balance of different ages; gender diversity includes one female director; and directors have diverse industry backgrounds which include banking, investment banking, venture capital, consumer products manufacturing, accounting and consulting, information and technology, telecommunications and legal. The backgrounds and qualifications of our current directors and nominees are further described under “Proposals to be Voted on—Proposal 1” beginning on page 12.

The Governance Committee will consider for possible nomination qualified Board candidates that are submitted by our shareholders. Shareholders wishing to make such a submission may do so by sending the following information to the Equifax Governance Committee, c/o Corporate Secretary, P.O. Box 4081, Atlanta, GA 30302: (1) a nomination notice in accordance with the procedures set forth in Section 1.12 of Equifax’s Bylaws; (2) a request that

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the Governance Committee consider the shareholder’s candidate for inclusion in the Board’s slate of nominees for the applicable meeting; and (3) along with the shareholder’s candidate, undertaking to provide all other information the Committee or the Board may request in connection with their evaluation of the candidate. See “Shareholder Proposals or Director Nominations for 2011 Annual Meeting” on page 53. A copy of our Bylaws is available on our website at www.equifax.com/about equifax/corporate governance/en us or by writing to the Corporate Secretary.

Any shareholder’s nominee must satisfy the minimum qualifications for any director described above in the judgment of the Governance Committee and the Board. In evaluating shareholder nominees, the Committee and the Board may consider all relevant information, including the factors described above, and additionally may consider the size and duration of the nominating shareholder’s holdings in Equifax; whether the nominee is independent of the nominating shareholder and able to represent the interests of Equifax and its shareholders as a whole; and the interests and/or intentions of the nominating shareholder.

No candidate for director nomination was submitted to the Governance Committee by any shareholder in connection with the 2010 Annual Meeting.

Executive Sessions

The non-management directors meet in executive session without management at every regularly scheduled in-person Board meeting. The Presiding Director presides at these executive sessions.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is or has been one of our officers or employees. None of our executive officers serves, or served during 2009, as a member of the board of directors or compensation committee of any entity that has an executive officer serving on our Board or Compensation Committee.

Director Compensation

The following table sets forth the compensation received by our non-management directors during 2009:

Director Fees.    In 2009, we paid our non-employee directors a cash retainer of $40,000, and our committee chairs received a cash retainer of $7,500. Additionally, non-employee members of the Board received $1,500 for each Board and committee meeting attended.

Equity Awards.    For 2009, each non-employee director received an annual long-term incentive grant of 3,000 restricted stock units under our shareholder-approved 2008 Omnibus Incentive Plan following the annual meeting of shareholders to further align their interests with those of our shareholders. New directors, of which there were none in 2009, were also entitled to receive an initial grant of 4,000 restricted stock units, to attract and retain highly qualified

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directors through equity ownership. The annual grants and initial grants vest one year and three years, respectively, after the grant date with accelerated vesting in the event of the director’s death, disability, retirement or a change in control of Equifax. No dividend equivalents are paid on outstanding RSUs.

Director Deferred Compensation Plan.    Each non-employee director may defer up to 100% of his or her retainer and meeting fees. The director is credited with an equivalent value number of share units at the end of each quarter based on his or her advance deferral election. Share units are equivalent to shares of the Company’s common stock, except that share units have no voting rights and do not receive dividend credit. In general, amounts deferred are not paid until the director retires from the Board. However, directors may also establish up to two sub-accounts from which amounts are to be paid on specific pre-retirement timetables established by the director. At the end of the applicable deferral period, the director receives a share of common stock for each share unit awarded. Such shares are received either in a lump sum or over a period not to exceed 15 years for retirement distributions, or up to five years for a scheduled withdrawal, as elected in advance by each director.

Director and Executive Stock Deferral Plan.    Each director may defer taxes realized on gains from the vesting of restricted stock units. Due to changes in federal tax laws, no deferral elections for stock options are currently permitted under the plan. The director is credited with a number of share units as of the vesting date based on his or her advance deferral election. In general, amounts deferred under the plan are not paid until the director retires from the Board. However, directors may also establish up to two sub-accounts from which amounts are to be paid on specific pre-retirement timetables established by the director. Amounts deferred are paid in shares of our common stock, at the director’s option, either in a lump sum or in annual installments over a period of up to 15 years for retirement distributions, or up to five years for a scheduled withdrawal. We make no contributions to this plan, but pay all costs and expenses incurred in its administration.

Director Stock Ownership Guidelines.    Our Bylaws require all directors to own our stock while serving as a director. The Board also has implemented stock ownership guidelines that require each non-employee director to own shares of our stock having a value of at least four times the annual cash retainer, no later than the fourth anniversary of the annual meeting of shareholders at which the director was first elected to the Board.

Indemnification.    Under our Articles of Incorporation and Bylaws, the directors and officers are entitled to indemnification from Equifax to the fullest extent permitted by Georgia law. We have entered into indemnification agreements with each of our directors and executive officers. Those agreements do not increase the extent or scope of the indemnification provided, but do establish processes and procedures for indemnification claims.

Other.    Non-employee directors are reimbursed for customary and usual expenses incurred in attending Board, committee and shareholder meetings. Directors are also reimbursed for customary and usual expenses associated with other business activities related to their Board service, including participation in director education programs and memberships in director organizations. We pay premiums on directors’ and officers’ liability insurance policies that we maintain that cover our directors. Directors are indemnified by us against certain liabilities relating to service as a director. We do not provide retirement benefits to non-employee directors.

2009 Annual Review of Director Compensation.    The Governance Committee of the Board annually reviews and approves non-employee director compensation based on market analysis. The Committee reviews the competitive position of director compensation relative to the peer group of companies used for executive compensation and current market trends. The analysis conducted in August 2009 by management, using the new peer group for executive and director compensation which is described on page 34, showed that our Board members’ total annual compensation was approximately 9% to 12% below the market median for other boards of similarly situated companies due to our emphasis on equity-based incentives combined with declines in our share price over the preceding year. For committee chairs, the analysis showed that compensation was approximately 10% to 15% below the market median.

On November 6, 2009, the Committee recommended, and the Board approved, the following changes to director compensation to enhance alignment with market practices, effective January 1, 2010:

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By paying directors an annual retainer and eliminating meeting fees, the Company compensates each non-employee director for his or her role and judgment as an advisor to Equifax, rather than for his or her attendance or effort at individual meetings. Directors with added responsibility are recognized with higher cash compensation as noted above. The Governance Committee believes that this additional compensation is appropriate.

PROPOSALS TO BE VOTED ON

PROPOSAL 1—ELECTION OF DIRECTORS

Our Board of Directors (the “Board”) consists of ten members and is currently divided into three classes each having a three-year term. Under our amended Articles of Incorporation and Bylaws approved by our shareholders at the 2009 Annual Meeting, our Board is transitioning from a classified board to a declassified board. The declassification will begin with the election of Class III directors for a one-year term at the 2010 Annual Meeting, and will continue to take place as follows: at the 2011 Annual Meeting, Class II and Class III directors will be elected to a one-year term; and at the 2012 Annual Meeting (and at each annual meeting of shareholders thereafter), all directors will be elected for a one-year term, at which time the classifications will be eliminated.

At the 2010 Annual Meeting, shareholders will vote on the election of the four Class III director nominees described below. Each nominee is currently a member of the Board of Directors and has indicated to Equifax that he will serve if elected. We do not anticipate that any of the nominees will be unable or unwilling to stand for election, but if that happens, the persons named as proxies may vote your shares for another person nominated by the Board or the Board may allow the vacancy to remain open or may reduce the size of the Board.

Class III—Four Nominees (Messrs. Daleo, Driver, Humann and Templeton)

The terms of our current Class III directors will expire at the 2010 Annual Meeting. Robert D. Daleo, Walter W. Driver, Jr., L. Phillip Humann and Mark B. Templeton are the incumbent members of Class III. Messrs. Daleo, Driver and Humann were last elected by the shareholders in 2007, and Mr. Templeton was elected by the Board in February 2008. The Board has nominated each of these individuals for reelection to the Board at the 2010 Annual Meeting, to serve until the 2011 Annual Meeting.

The biographies of each of the nominees and continuing directors below contains information regarding the person’s service as a director, business experience, director positions held currently or at any time in the past five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experience, qualifications, attributes or skills that caused the Governance Committee and the Board to determine that the person should serve as a director for the Company beginning in 2010.

The Board of Directors recommends a vote “FOR” the election of the following four Board nominees.

Nominees for Election as Class III Directors

for a Term Expiring in 2011

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CONTINUING DIRECTORS

Class II Directors Whose Terms Continue Until 2011

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Class I Directors Whose Terms Continue Until 2012

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PROPOSAL 2—TO RATIFY THE APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010

The Audit Committee of our Board of Directors has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010. Ernst & Young LLP has served as our independent auditor since 2002 and has also provided other permissible, pre-approved services. Representatives of Ernst & Young LLP are expected to attend the Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.

As a matter of good governance, the Audit Committee is submitting its selection of Ernst & Young LLP to the shareholders for ratification. If the selection is not ratified, the Audit Committee will reconsider it. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent auditor at any time during the year if the Audit Committee determines that such a change would be in the best interests of Equifax and its shareholders.

The Board of Directors recommends a vote “FOR” Proposal 2.

EXECUTIVE OFFICERS

The executive officers of Equifax and their ages and titles are set forth below. Business experience for the past five years and other information is provided in accordance with SEC rules.

Richard F. Smith (50) has been Chairman and Chief Executive Officer since December 15, 2005. He was named Chairman-Elect and Chief Executive Officer effective September 19, 2005 and was elected as a Director on September 22, 2005. Prior to that, Mr. Smith served as Chief Operating Officer, GE Insurance Solutions, from 2004 to September 2005 and President and Chief Executive Officer of GE Property and Casualty Reinsurance from 2003 to 2004.

Lee Adrean (58) has been Corporate Vice President and Chief Financial Officer since October 2006. Prior to joining Equifax, he served as Executive Vice President and Chief Financial Officer of NDCHealth Corporation from 2004 to 2006. Prior thereto, he served as Executive Vice President and Chief Financial Officer of EarthLink, Inc. from 2000 until 2004.

Kent E. Mast (66) has served as Corporate Vice President and Chief Legal Officer since he joined Equifax in 2000. His responsibilities include legal services, global sourcing, security and compliance, government and legislative relations, corporate governance and privacy functions.

Coretha M. Rushing (53) has been Corporate Vice President and Chief Human Resources Officer since 2006. Prior to joining Equifax, she served as an executive coach and HR Consultant with Atlanta-based Cameron Wesley LLC. Prior thereto, she was Senior Vice President of Human Resources at The Coca-Cola Company, where she was employed from 1996 until 2004.

Paul J. Springman (64) has served as Corporate Vice President and Chief Marketing Officer since February 2004. Prior thereto, he was head of the Predictive Sciences unit from August 2002 until February 2004.

David C. Webb (54) became Chief Information Officer on January 19, 2010. Prior thereto, he served as Chief Operations Officer for SVB Financial Corp. since 2008, and from 2004 to 2008 he was CIO. Mr. Webb was Vice President, Investment Banking Division at Goldman Sachs & Co., a global investment banking, securities and investment management firm, from 1999 to 2004. He was CIO at Bank One from 1997 to 1999.

J. Dann Adams (52) has been President, U.S. Consumer Information Solutions since 2007. Prior thereto, he served as Group Executive, North America Information Services from November 2003 until December 2006.

William W. Canfield (71) has been President of Equifax’s TALX subsidiary since May 2007. Prior thereto, he served as Chairman, President and Chief Executive Officer of TALX Corporation since 1988.

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Rodolfo M. Ploder (49) has been President, International since January 2007. Prior thereto, he was Group Executive, Latin America from February 2004 to January 2007.

Joseph M. Loughran, III (42) has been President, North America Personal Solutions since January 1, 2010 and was Senior Vice President—Corporate Development from April 2006 to December 2009. Prior to joining Equifax, he held various executive roles at BellSouth Corporation from May 2001 to April 2006, including Managing Director-Corporate Strategy and Planning from May 2005 to April 2006, and various roles with McKinsey & Company, King & Spalding LLP, and Lazard Frères & Co.

Alejandro Gonzalez (40) has been President, North America Commercial Solutions since January 4, 2010. Prior thereto, he was Senior Vice President of Strategic Marketing from December 2005 to December 2009, and Customer Experience Leader for GE Insurance Solutions from January 2005 to December 2005.

Nuala M. King (56) has been Senior Vice President and Controller since May 2006. Prior thereto, she was Vice President and Corporate Controller from March 2004 to April 2006. Prior to joining Equifax, Ms. King served as Corporate Controller for UPS Capital from March 2001 until March 2004.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership by Certain Beneficial Owners

The following table sets forth information as of March 2, 2010 with respect to persons known by Equifax to be the beneficial owners of more than 5% of our common stock. This information is reported by such persons in their Schedule 13G filings with the SEC.

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Security Ownership by Executive Officers and Directors

The following table lists the shares of Equifax common stock beneficially owned (unless otherwise indicated) as of March 2, 2010, by our directors, named executive officers (as listed in the Summary Compensation Table on page 36) and all directors, nominees for director and executive officers of the Company as a group. None of these shares are pledged.

AUDIT COMMITTEE REPORT

The Audit Committee reviews the financial reporting process of the Company on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and to issue a report thereon. The Committee monitors these processes.

In this context, the Committee met and held discussions with management and the independent auditors. Management represented to the Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Committee reviewed and discussed the audited consolidated financial statements with management and the independent auditors.

The Committee has discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61, Communications with Audit Committees, as amended, as adopted by the Public Company Accounting Oversight Board (PCAOB) in Rule 3200T. In addition, the Committee has received the written disclosures and the letter from the independent auditors required by the applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, and has reviewed, evaluated and discussed with the independent auditors the written report and their independence.

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The Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, the evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting. Management has reviewed with the Audit Committee its report on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee also received the report from the independent auditors on the Company’s internal control over financial reporting.

Based on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed with the Securities and Exchange Commission on February 23, 2010. The Committee has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for 2010.

Audit Committee

James E. Copeland, Jr., Chairman

Robert D. Daleo

Mark L. Feidler

Independent Registered Public Accounting Firm Fees and Services

In connection with the audit of the Company’s 2009 consolidated financial statements, the Audit Committee approved an agreement with Ernst & Young LLP which sets forth the terms by which Ernst & Young LLP has performed audit services for the Company.

The following is a summary of the fees billed to the Company by Ernst & Young LLP for professional services rendered for the years ended December 31, 2009 and 2008:

All services and related fees provided by our independent registered public accounting firm, Ernst & Young LLP, are subject to pre-approval by our Audit Committee. Pre-approval includes audit services, audit-related services, tax services and other services as described below. The Committee has authorized the Chair of the Committee to pre-approve certain permissible audit and non-audit services that arise between Committee meetings, provided the Committee is informed of the decision to pre-approve the services at its next scheduled meeting. In its pre-approval of non-audit services and fees, the Committee considers, among other factors, the possible effect of the performance of such services on the auditor’s independence. The Committee has determined that performance of services other than audit services is compatible with maintaining the independence of Ernst & Young LLP.

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To avoid potential conflicts of interest in maintaining auditor independence, the law prohibits a publicly traded company from obtaining certain non-audit services from its independent registered public accounting firm. In 2009 and 2008, we did not obtain any of these prohibited services from Ernst & Young LLP. Equifax uses other accounting firms for these types of non-audit services.

COMPENSATION DISCUSSION AND ANALYSIS

This section explains our executive compensation program as it relates to the following officers who are named in the Summary Compensation Table on page 36 and are referred to as our named executive officers, or NEOs, for 2009:

The following discussion includes statements regarding performance targets in the limited context of our executive compensation program. These targets are not statements of management’s expectations of our future results or other guidance. Investors should not evaluate these targets in any other context.

Executive Summary

Overview of 2009 Operating and Stock Performance

Equifax achieved solid financial results in 2009 despite a worldwide economic recession that affected most of our key markets, with reported revenue of $1.82 billion, diluted earnings per share, or EPS, of $1.83, and Adjusted EPS of $2.33¹. Our operating performance was driven by the progress we have made in recent years in executing on our long-term Growth Playbook, including a broader portfolio of new products and services, new sources of data, enhanced technological and analytical services, new geographies and improved cost structure. These changes also positioned us well for the future.

We continue to be challenged by a difficult operating environment, however, causing a reduction in revenue for certain traditional credit-related services. Also, increased regulation is introducing new complexity in the marketing of product and service offerings to financial institutions and increasing compliance requirements for our customers. Accordingly, we are further diversifying our revenues by pursuing and investing in key strategic initiatives including new product innovation, differentiated decisioning solutions leveraging our diverse data assets and technology, acquiring new data assets and technologies, and expanding internationally. We remain focused on managing our expenses through the use of LEAN, Workout and other process improvement initiatives in order to maintain operating margins, earnings performance and cash flow.

In 2009, we returned $44.0 million to our shareholders through dividends and share repurchases. Our total shareholder return (stock price appreciation plus reinvested dividends) was 17.2% in 2009, compared to 13.4% for the S&P 500 Commercial & Professional Services Index. Over the five- and ten-year periods ended December 31, 2009, our total shareholder return exceeded the index total return by 10.5% and 131.2%, respectively² .

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Effect of 2009 Performance on Compensation

In 2009, we achieved 73% of our target revenue objective and 100% of our target Adjusted EPS objective for annual incentive compensation as established by the Compensation Committee. The Committee places more relative weight on Adjusted EPS performance (a measure of operational discipline and performance) relative to revenue performance to ensure that management will be focused on increasing revenue without sacrificing margin and profitability. In 2009, our annual incentive program was funded at 95% of the target incentive for meeting our financial performance objectives, compared to 98%, 139%, and 178% in 2008, 2007 and 2006, respectively.

The NEOs did not receive an increase in base salary for 2009 due to the uncertain and difficult economic conditions at the time of the regular salary review in February 2009.

In sum, we believe our 2009 compensation program worked as intended, linking pay to performance and aligning the interests of our executives with those of our shareholders. The annual incentive payouts described above were positively affected by the success of our executives in maintaining Equifax profitability in 2009, and were negatively impacted by below-target revenue performance. Equity compensation awards aligned the interests of our NEOs with our shareholders, as the 17.2% total shareholder return for Equifax stock in 2009 benefitted our shareholders while raising the value of our executives’ unvested awards and long-term holdings.

Objectives of Our Executive Compensation Program

The objectives of our executive compensation program include the following core principles:

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Primary Elements of Compensation

Based on the foregoing objectives, the Compensation Committee has structured the Company’s annual and long-term incentive compensation to motivate executives to achieve the business goals set by the Company and reward the executives for achieving such goals on an annual and a long-term basis.

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Pay Mix and Performance Relationship

The following charts illustrate the strong performance orientation of the primary elements of our total compensation program, based upon annual and long-term incentive awards in 2009. For the CEO, approximately 66% of total compensation in 2009 was performance-based and, for the other NEOs, an average of 59% was performance-based. Since pay mix at Equifax is determined primarily by market data and performance metrics, as explained below, pay mix will vary from year to year.

In the sections that follow, we describe the process by which we set compensation and discuss the actual compensation for 2009.

How We Determine Compensation

Use of “Tally Sheets” and Wealth Accumulation Analysis

In 2009, the Compensation Committee’s independent compensation consultant, Hewitt Associates LLC, or Hewitt, prepared “tally sheets” for the NEOs and other senior leadership team members. The tally sheets quantified the total compensation package, the impact of stock price change on the value of existing long-term incentives, fluctuations in the amount of wealth created from prior equity grants, and amounts payable upon hypothetical employment change events. The summaries allowed the Committee to assess the cumulative impact of its past compensation decisions, but the Committee did not deem any changes to be necessary to the structure of the total compensation package or specific NEO compensation except as noted in the discussion of long-term equity-based grants below, where the size of past grants was one factor the Committee considered in determining 2009 grants.

Use of Benchmarking Data

In early 2009, Hewitt presented the Compensation Committee with an analysis of the compensation of the NEOs compared to market data as described below. This analysis was discussed and reviewed by the Committee with Hewitt.

Hewitt used two primary types of market data to compile this analysis:

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Our 2009 compensation peer group, as approved by the Compensation Committee, included companies against which Equifax competes directly or indirectly for capital, executive talent and, in some cases, business. Because there are no public, stand-alone direct U.S. competitors for Equifax across all of our businesses, we focus on companies that compete with us in a significant aspect of our business, have similar customers, or are in the business of data and analytics-based business solutions delivered through technology, and which are similarly complex. Industries represented by these companies included information and delivery systems, advertising, publishing, specialized finance, information technology consulting services, data processing and outsourced services, and application software. The 2009 peer group was unchanged from the peer group we used to determine 2008 compensation. For comparison purposes, our annual revenue is slightly above the median revenue of the 2009 peer group, which ranged from $1 billion to $4 billion (approximately one-half to two times our $1.82 billion in revenue).

The companies included in the peer group differ from those listed in the indices used to prepare our stock price performance graphs which can be found in our 2009 Annual Report to Shareholders and our 2009 Form 10-K. The Compensation Committee found, based on input from management and Hewitt, that the companies listed in the peer group more closely represent the labor markets in which we compete for executive talent.

The Committee targeted 2009 short-term incentive opportunities under our Annual Incentive Plan as follows with the opportunity to earn above-market rewards for outstanding performance and below-market rewards for performance below goals:

The Committee targeted 2009 long-term incentive opportunities for the NEOS (other than the CEO) at a range around the average of the peer group median and the general industry median. The Committee took individual performance into account in determining where within that range to make awards, as discussed more fully below. For the CEO, the Committee targeted 2009 long-term incentive opportunities at approximately the value of the 2008 annual grant, times the general industry trend in long-term incentive value for the chief executive officer position as determined by Hewitt.

Role of Compensation Committee, Outside Consultants and Management in the Executive Compensation Process

For information concerning the role of the Compensation Committee, outside consultants and management in the executive compensation process, see “Corporate Governance and Board Matters—Board Committees—Compensation, Human Resources & Management Succession Committee” on pages 6-7.

Analysis of 2009 Compensation

The Compensation Committee considered a broad range of facts and circumstances in setting 2009 executive compensation. Among the factors considered for base salary, short-term incentive target opportunity and the range of long-term incentive grants for the NEOs were market competitiveness, based on the Committee’s review of the benchmarking data described above, and experience and past individual performance, which were largely subjective measures considered by the Committee but not given any particular weight except as explained below in the discussion of base salary, annual and long-term incentives.

Business results for the 2009 fiscal year factored heavily in short-term incentive payouts and comprised 80% of the Annual Incentive Plan performance measure weighting. The financial objectives for corporate NEOs were Equifax Adjusted EPS and operating revenue in constant U.S. dollars, while the financial objectives for Mr. Canfield, as President of our TALX business unit, were Equifax Adjusted EPS in constant U.S. dollars, TALX operating revenue and TALX operating income).

In setting 2009 compensation opportunities and Annual Incentive Plan goals in early 2009, our 2008 financial results were reviewed and discussed by the Committee. The financial results, as compared to the targets approved by

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the Committee under the Annual Incentive Plan, determined payouts for the 2008 plan year, in addition to the performance of individual goals. These results also formed the basis for setting performance targets for the 2009 fiscal year.

The individual performance of the NEOs (other than the CEO), based primarily on performance reviews presented by the CEO, also influenced the Committee’s decisions regarding individual compensation, as discussed under “Individual Qualitative Performance Assessments” on page 28.

In evaluating the performance of the CEO and setting his compensation, the Committee took into account corporate financial performance referenced below, as well as a range of non-financial factors, including accomplishment of strategic goals, workforce development and succession planning, and the working relationship with the Board. These non-financial factors were determined largely on a subjective basis and did not involve pre-established performance goals except as described under “Individual Qualitative Performance Assessments.” The Committee and the Board noted that in 2009, the Company, under the CEO’s decisive leadership in a challenging economic environment, achieved above market financial results, effectively developed and executed on the Company’s long-term Growth Playbook, including strategic acquisitions (IXI Corporation and Rapid Reporting Verification Company), restructuring and cost reduction measures, new product initiatives, talent management and succession planning.

Importantly, the Committee did not reduce its pre-established 2009 financial metrics for the Annual Incentive Plan to take into account deteriorating macroeconomic conditions over the course of 2009, nor did it consider the effect of past changes in stock price, or expected payouts or earnings under other plans, in determining the 2009 incentive awards for the NEOs. Incentive compensation decisions were made without regard to length of service or prior years’ compensation, although the Committee did consider prior awards in granting stock options and restricted stock units. For example, NEOs with longer service at Equifax or who are retirement-eligible do not receive greater or lesser awards, or larger or smaller target amounts, in a given year, than NEOs with shorter service.

The Committee has not adopted a policy with regard to the relationship of compensation between or among the CEO and the other NEOs or other employees and exercises its discretion in determining actual and relative compensation levels for the NEOs.

Analysis of Elements of Executive Compensation

The following sections analyze the principal elements of the compensation program for the NEOs.

Base Salary

We provide NEOs with a base salary to compensate them for services rendered during the year. Consistent with the Company’s philosophy of tying pay to performance, our executives receive a relatively small percentage of their overall targeted compensation in the form of base pay. The NEOs are paid an amount in the form of base pay sufficient to attract competent executive talent and maintain a stable management team.

Due to uncertainty regarding the effect of the global economic recession on our business, the Committee approved the CEO’s recommendation to freeze the base salaries of the NEOs for 2009. The Committee also considered that the Company had decided to implement a Company-wide salary freeze as additional expense management measures became necessary during difficult market conditions.

The Committee normally would assess whether the NEOs are paid an amount in the form of base pay sufficient to attract competent executive talent and maintain a stable management team, considering factors such as the benchmarking data described above, an internal review of the executive’s position and current compensation, both individually and relative to other executive officers, experience and scope of responsibilities, and individual performance of each NEO as discussed under “Individual Qualitative Performance Assessments” on page 28.

Although the Committee did not base its decision in February 2009 to freeze base salaries on current market data, the Committee did receive the following information with respect to 2009 base salary: for the CEO, base salary was significantly above the 65th percentile of the peer group and the general industry survey; for Ms. Rushing and Mr. Canfield, base salary was significantly above the 65^th percentile of the peer group; for Mr. Adrean, base salary was between the 50^th and 65^th percentile of the peer group; and for Mr. Mast, base salary was at the 50^th percentile of the peer group.

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Annual Cash Incentive

The Annual Incentive Plan allows the Compensation Committee to reward high performance and achievement of corporate and individual goals by key employees, including our NEOs; to encourage actions that will result in the growth of shareholder value; to allow key employees to share in the growth and profitability of the Company; and to ensure a competitive compensation program given the marketplace prevalence of short-term incentive compensation.

Pursuant to the Annual Incentive Plan, the NEOs and other key employees are eligible for awards based on the Company’s attainment of specific performance measures established by the Committee at the beginning of the plan year. The plan is generally structured as follows for officers with Company-wide responsibilities. Changes may be made from year to year to reflect changing business needs and competitive circumstances:

For the 2009 Annual Incentive Plan, the objective financial performance measures for the NEOs (other than Mr. Canfield) were operating revenue, used to measure top line growth, and Adjusted EPS, used to reflect bottom line net profit. Individual performance objectives are described below. Mr. Canfield’s objectives were focused primarily on his performance as President of our TALX business unit, as measured by TALX revenue and TALX operating income, as well as Equifax Adjusted EPS and individual goals. Each performance measure represents part of the total annual incentive award calculation, and different measures are weighted differently in the calculation as noted below.

For the 2009 Annual Incentive Plan, the Committee approved a formula for determining the maximum award amounts to the NEOs. The formula reflected the Company’s intention to qualify, to the extent possible, cash compensation paid to officers as tax deductible by the Company, subject to the limitations of Section 162(m) of the Internal Revenue Code, or Code, and was not intended to increase 2009 award levels beyond those that the Committee would otherwise approve consistent with the methodologies described below. For further information on the Section 162(m) cap, see “Consideration of Tax Effects” on page 32.

For 2009, subject to the foregoing Section 162(m) formula and plan limits, the minimum thresholds required to earn an annual incentive award under the Adjusted EPS and operating revenue performance measures were set at 87.3% and 93.7%, respectively, of the applicable target performance goal. The maximum Adjusted EPS and operating revenue goals were set at 109.6% and 104.1%, respectively, of the applicable target goal. Actual awards could have ranged from 0% of the individual’s award goal (for performance below the threshold level) to 200% of the individual’s award target (for performance at the specified maximum goal). For 2009 annual incentive awards, the individual target percentages (measured as a percentage of base salary) were 100% for the CEO, 75% for Mr. Canfield and 60% for the other NEOs.

The tables below summarize the performance measures, weights, targets and actual results used to determine the 2009 annual incentives payable to our NEOs. Performance goal achievement for 2009 was certified by the CFO and incentive payments were approved in February 2010 by the Compensation Committee.

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2009 Annual Incentive Plan Design and Results Summary

The following Annual Incentive Plan structure for 2009 applied to each NEO (other than Mr. Canfield):

The 2009 Annual Incentive Plan structure for Mr. Canfield, as President of our TALX business unit, was as follows:

Corporate Financial Goals

The threshold (25% payout) corporate financial goals for 2009 were set early in 2009 by the Compensation Committee for the NEOs, (other than Mr. Canfield) based on 2008 results adjusted as described below; target (100% payout) and maximum (200% payout) levels for Annual Incentive Plan opportunities were set based on the Company’s strategic goals and performance expectations for the ensuing year, as follows:

Mr. Canfield’s performance goals for 2009 as a business unit leader were also set early in 2009 by the Compensation Committee. As compared to 2008, when such goals were based solely on TALX operating income for 2008, his 2009 goals were based on Equifax Adjusted EPS as shown above (30% weighting), as well as TALX operating revenue (30% weighting), TALX operating income (20% weighting) and individual goals (20% weighting) as shown below. The threshold TALX operating income goal (minimum 25% payout) was set at $53.1 million, equal to

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2008 results; the target goal (100% payout) was $69.3 million, a 30.5% increase from 2008; and the maximum goal (200% payout) was $83.2 million, a 56.7% increase from 2008. The threshold TALX operating revenue goal (minimum 25% payout) was set at $305.1 million, equal to 2008 results; the target goal (100% payout) was $338.3 million, a 10.9% increase from 2008; and the maximum goal (200% payout) was $372.1 million, a 22.0% increase from 2008.

Individual Qualitative Performance Assessments

The remaining 20% of the Annual Incentive Plan opportunity is related to individual objectives that are specific to each executive officer position and may relate to:

The Committee reviewed and approved the 2009 individual goal achievements for each NEO, acting upon the recommendation of the CEO in the case of the NEOs other than the CEO, and with input from the full Board in the case of the CEO. Individual performance rating categories and award opportunities for the NEOs were as follows:

The 2009 individual performance ratings for the NEOs ranged from exceeds expectations to distinguished as shown below in the 2009 Annual Incentive Plan calculations under the “Individual” columns, and in each case met or exceeded the applicable objectives.

All of the NEOs had objectives related to people, which included leadership values, performance management, feedback and coaching, employee recognition, and communication of key business objectives and, in the case of Ms. Rushing, development and deployment of career bands and mapping to create a more flexible and responsive structure, and sales solution and salesforce optimization projects.

All of the NEOs had objectives related to improving operational efficiencies through LEAN and Workout programs to reduce costs, eliminate inefficient processes and increase speed of output and customer satisfaction. Messrs. Smith, Adrean, Mast and Canfield had objectives related to the Company’s Growth Playbook, including acquisitions. Mr. Mast had objectives related to contract administration delivery, global outsourcing savings, modification of a contract with a major technology vendor, and controlling and resolving major litigation. Messrs. Adrean and Mast had various objectives related to risk mitigation in connection with the Company’s enterprise risk management program. Mr. Adrean also had objectives related to investor relations and business metrics, development of the annual corporate budget, managing receivables and optimizing capital structure, and international tax strategy.

Mr. Smith.    Mr. Smith successfully executed on the Company’s long-term growth strategy and improved the Company’s operating performance despite a rapidly changing and deteriorating economic environment, by taking decisive action to adapt to and anticipate the course of changing markets and customer needs; making and integrating acquisitions and joint ventures that provide greater geographic, data source and product diversification; measures to control expense growth in line with revenue growth; driving operational efficiencies through LEAN,

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Workout and other continuous business process improvements; driving long-term revenue and profit growth by accelerating new product innovation (NPI) and product transfers across the Company; continuing to drive a performance-driven culture to deliver sustained long-term business growth; retaining an excellent leadership team; and demonstrating strong leadership and values in a highly challenging business environment.

Mr. Adrean.    The leadership of Mr. Adrean in the current difficult economic climate was critical as the Company strengthened its liquidity position, maintained its investment grade credit rating and exercised tight financial discipline while reallocating resources to long-term growth opportunities including the $196.5 million aggregate investment to acquire IXI Corporation and Rapid Reporting Verification Company. His strategic and operational goals included implementation of measures to control expense growth in line with revenue growth; implementing LEAN and Workout measures to reduce costs associated with inefficient processes; improvements in financial analytical capabilities and operational metrics; development of the 2009 corporate budget consistent with long-term growth objectives; implementation of strategies to optimize the Company’s tax position; support for corporate growth initiatives; the Company’s successful public offering in November 2009 of $275 million principal amount of 4.45% five-year senior notes; development of global finance organization capabilities and financial system controls; and expansion of enterprise risk management processes with effective monitoring across all major risk areas. He also assumed interim leadership of the Company’s mergers and acquisitions team in December 2009.

Ms. Rushing.    The accomplishments of Ms. Rushing as leader of the human resources function included implementing cost management initiatives and implementation of LEAN and Workout process improvement opportunities; deployment of a career banding initiative to improve the Company’s staffing flexibility, bench strength and career development paths; improving employee communications, consultation and support; support of acquisitions and integration of acquisitions; benefit plan redesign to better align with the Company’s culture of meritocracy and the competitive market for talent; and continued development of rigorous global talent management, performance management and succession planning programs.

Mr. Mast.    Mr. Mast’s strategic and operational goals included global sourcing initiatives to drive significant cost savings; completion of critical infrastructure improvements; supporting acquisitions and acquisition integration, including international growth opportunities, particularly in India and Latin America; effectively representing the Company in various legislative and regulatory matters; implementing enhanced data security measures; successful defense of litigation matters; and talent development and succession planning.

Mr. Canfield.    Mr. Canfield’s individual objectives for 2009 included executing on the Company’s long-term growth strategy and, with respect to the TALX business unit, increasing revenue and operating income and cross-selling products; measures to control expense growth in line with revenue growth; driving operational efficiencies through LEAN and Workout programs to reduce costs and enhance overall value of products and services to clients; continuing to drive a performance-driven culture; and talent development and succession planning.

The tables below set forth the 2009 Annual Incentive Plan performance summary for each NEO. Actual incentive payments are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 36 (excluding the individual performance portion of the bonus, which is reported in the “Bonus” column of such table). The threshold, target and maximum incentive payments are reported in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column of the Grants of Plan-Based Awards table. The Annual Incentive Plan for the NEOs other than Mr. Canfield is structured to deliver competitive awards based primarily on our profitability as measured by annual Adjusted EPS performance (65% weighting), with a lesser emphasis on annual operating revenue goals (15% weighting), and rewarding individual achievement of annual goals specific to the executive’s function (20% weighting). 

2009 Annual Incentive Plan Calculations

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The Annual Incentive Plan goals for Mr. Canfield, as President of our TALX business unit, were focused primarily on TALX financial goals, as follows:

Long-Term Incentives

Our long-term equity-based incentive compensation program is designed to:

Since a financial gain from stock options is possible only after the price of the common stock has increased, the Committee believes that grants of stock options motivate executives and other employees toward behavior and activities that benefit all shareholders. In contrast, the value of restricted stock units varies directly with the market price of the Company’s stock at the time the units vest and as a result they are used primarily for retention purposes.

The size of the April 2009 long-term incentive grants for the CEO was determined by the Committee based on the $3,879,277 aggregate grant date fair value of the 2008 grant (90,000 restricted stock units and 125,000 stock options), times the general industry trend in long-term incentive value for chief executive officers (reflecting a 6.27% annual increase, as determined by Hewitt) for an aggregate grant date fair value of $4,122,628. The Committee approved this value and the resulting awards of 90,000 restricted stock units and 220,000 stock options to Mr. Smith based on the allocation percentages described below.

The size of the April 2009 long-term incentive grants for NEOs other than the CEO ranged from 100% to 123% of the guideline amount indicated by the benchmarking data described below. The middle of the range of grant sizes for each NEO was determined based on the Committee’s competitive analysis of the market data for similar executive positions.

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In considering the form of the 2009 equity awards, the Committee concluded that an approximate 50/50 split of value between stock options and restricted stock units was appropriate, as it balanced the lower downside value risk and relative certainty offered by restricted stock units with the upside performance leverage offered by stock options. Each type of equity award is described below.

The Compensation Committee determined the long-term incentive value of the 2009 equity awards by establishing a dollar value within the appropriate range for each NEO and then converting this dollar value to a number of restricted stock units and non-qualified stock options. By using this approach, the number of stock options and restricted stock units varies from year to year based upon, among other things, our stock price at the time of grant (averaged over the preceding six months), even if the award value stays consistent.

For this purpose, stock option values were determined using the Black-Scholes model as calculated by Hewitt, which was 38% of face value. This model assumed a: duration of ten years; risk-free rate of 3.38% (ten-year rate); stock volatility of 30.5% (three-year historic volatility); dividend yield of 0.52% (yield using a $31.00 share price reflecting an approximate six-month average price as of the initial November 2008 valuation date); and termination (risk of forfeiture) rate of 13%. The value of a single restricted stock unit as calculated by Hewitt represented a risk-adjusted present value and was 93% of face value, reflecting a 7% discount for the assumed risk of forfeiture over the applicable vesting period.

Restricted stock units represent a promise to issue unrestricted shares of our common stock once applicable vesting requirements are satisfied. The restricted stock units issued to NEOs vest on the third anniversary of the grant date. The restricted stock units do not accrue dividend equivalent units.

Non-qualified stock options permit an NEO to purchase shares of our common stock at a per-share exercise price equal to the closing price of our common stock as reported on the NYSE on the grant date. Options granted to NEOs in 2009 have a ten-year term and vest one-third on each of the first three anniversaries of the grant date.

Retirement and Other Benefits

Equifax provides its NEOs and other executives with benefits available to other eligible U.S. salaried employees. These benefits include medical, dental, life and disability insurance. In addition, we maintain a defined benefit retirement plan (the U.S. Retirement Income Plan, or USRIP) and a qualified retirement savings plan, or 401(k) Plan, that includes a discretionary Company match of the employee’s pre-tax and after-tax contributions. Due to limits under the Internal Revenue Code, or Code, on the maximum annual benefit that may be paid to an individual under our retirement plans, we also maintain a nonqualified supplemental retirement plan, or SERP, to offset this limitation. The SERP provides a maximum annual lifetime retirement benefit of 50% of base salary and bonus, based on years of credited service and reduced by benefits from the defined benefit retirement plan. A more complete description of the USRIP in effect as of December 31, 2009 and the SERP is provided under “Pension Benefits” on page 42.

Effective January 1, 2009, the Company amended its qualified defined benefit pension plan to freeze benefits for U.S. employees who do not meet certain grandfathering criteria for retirement eligible employees. The Company provides these employees (except for the employees eligible for the SERP regardless of whether they are grandfathered under the USRIP) and certain other employees not eligible to participate in the pension plan with an enhanced 401(k) Plan. The pension plan amendments freeze service credit but the Company will continue to credit for the participant’s salary increases over time. Grandfathered employees, who include Mr. Mast among the NEOs, remain in the current pension plan and 401(k) Plan. All other SERP participants, who include Mr. Smith, Mr. Adrean and Ms. Rushing, regardless of whether they are grandfathered under the USRIP, remain in the current 401(k) Plan. The qualified pension plan and 401(k) plan changes are in line with established marketplace trends, in which retirement savings through a 401(k) plan is increasingly becoming the standard retirement offering by employers, including many of our competitors for talent and business. The changes did not affect our current U.S. retirees, former employees with vested benefits or employees who were eligible to retire prior to January 1, 2009. Employees of our TALX subsidiary, who were not previously eligible to participate in the pension plan, will be eligible to participate in the enhanced 401(k) Plan.

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The NEOs and certain other executives are eligible to participate in Equifax deferred compensation plans. These plans allow the participants to defer cash compensation and gains otherwise recognized upon the vesting of RSUs. The purpose of these plans is to give eligible employees the opportunity to defer compensation on a pre-tax basis in addition to what is allowed under our 401(k) Plan, to enhance their retirement savings without additional Company contributions.

The deferral plans are offered to eligible employees as part of a competitive compensation program, and are described after the Nonqualified Deferred Compensation table on page 44.

These benefits are intended to be part of a competitive retirement and benefit package necessary to attract and retain executive talent. Consistent with this objective, the longer an employee remains with Equifax, the larger the benefit that is earned under the SERP and the USRIP.

The NEOs also are eligible to receive certain perquisites, all of which in 2009 included tax reimbursement on the value of the applicable perquisite, including:

The Company believes these benefits are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain high-performing employees for key positions, and are competitive when compared to those offered by our peer group. The attributed costs of these perquisites are included in the “All Other Compensation” column of the Summary Compensation Table on page 36 and Note 9 thereto. For additional information concerning Mr. Canfield’s life insurance policies, see “Certain Relationships and Related Transactions” on page 52.

Employment Contracts and Change in Control Severance Agreements

We have entered into employment contracts with Mr. Smith and Mr. Canfield. The material provisions of these agreements are discussed following the “Grants of Plan-Based Awards” table on page 37 and the “Potential Payments upon Termination or Change in Control” on page 45.

We have entered into change in control agreements with our other executive officers, which are more fully described under “Potential Payments upon Termination or Change in Control.” We believe these agreements are necessary to allow the participating officers to focus on their duties during the process of an acquisition by ensuring they receive benefits in the event of a change in control of the Company. This safeguards shareholder value in the event the transaction is not consummated, and by delivering an intact management group, maximizes the value of the Company. The agreements are not intended to replace or affect other compensation elements.

Consideration of Tax Effects

The impact of federal tax laws on our compensation program is considered by the Compensation Committee, including the deductibility of compensation paid to the NEOs, as regulated by Section 162(m) of the Internal Revenue Code, or Code. Much of Equifax’s compensation program is designed to qualify for deductibility under Section 162(m), but not all amounts paid under such programs in 2009 qualified for deductibility, including the amount of Mr. Smith’s base salary, RSUs expensed for financial purposes in 2009, and certain perquisites and tax gross-up amounts in excess of the $1 million Section 162(m) limit.

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Award opportunities for executives under the Annual Incentive Plan for 2009 were made subject to attainment by the Company of a specified level of 2009 operating income. The formula was approved by the Committee within the first 90 days of the performance period when there was substantial uncertainty of its attainment. The formula provides a wholly objective maximum for determining Annual Incentive Plan awards. The 2009 short-term incentives for Equifax executive officers were capped at 1% of 2009 Operating income for the CEO and 0.2% of 2009 operating income for each other executive officer. Adjustments to operating income are made by the Committee, as appropriate, to exclude items or variances such as change in federal, state or local tax laws; restructuring charges; items of loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a business or change in accounting principle, all as determined by GAAP; items of expense or loss related to discontinued operations that do not qualify as a segment of a business under GAAP; any reduction in operating income attributable to the acquisition of business operations during the year, determined either at the time of the acquisition or at year end; and foreign exchange gains and losses.

For the one-year period ended December 31, 2009, the cap under the Section 162(m) formula was equal to $850,000 for each of the NEOs other than the CEO, and $4.25 million for the CEO. Company reported GAAP operating income for 2009 was $407.6 million, and adjustments were made to exclude $55.3 for the impact of acquisition-related amortization expense and $15.8 million for restructuring charges, both net of tax. The Committee used negative discretion to reduce the actual annual incentive awards paid to the NEOs to $1.68 million for the CEO and to a range of from $261,745 to $543,722 for the other NEOs.

If the payments to an NEO on account of the executive’s termination as a result of a change in control, exceed certain amounts, we may not be eligible to deduct the payments for federal income tax purposes. In addition, the NEO could be subject to a 20% excise tax on such payments. This excise tax is in addition to the executive’s normal income and payroll taxes. To offset the effect of the excise tax, we will make “gross-up” payments to an NEO to reimburse the officer for the excise tax. In this way, the executive retains the same amount the executive would have retained had the excise tax not been imposed. As a result, however, the Company is unable to deduct a large portion of the payments. We provide these payments because, by allowing executives to recognize the full intended economic benefits of their change of control agreement, it ensures that such payments meet the original goals of the program.

We generally have designed our compensation programs for NEOs to comply with Code Section 409A on the payment of deferred compensation so as to avoid possible adverse tax consequences that may result from noncompliance with Section 409A.

Stock Ownership Guidelines

Our stock ownership guidelines are designed to increase our executives’ equity stakes in Equifax to a meaningful level and reinforce alignment with shareholder interests. The guidelines provide that, within five years of assuming the position, the CEO should attain an investment position in our stock equal to five times his or her base salary (including 401(k) Plan shares, deferred share units and unvested restricted stock units). All other NEOs should attain within five years an investment position equal to three times their base salary. A reduction in ownership to one-half of the applicable guideline ownership level is permitted for executives age 60 or older who are eligible for retirement. Each of the NEOs has achieved, or is on track to achieve within the applicable five-year period, shareholdings in excess of the applicable multiple set forth above.

The Compensation Committee amended these ownership guidelines in June 2009 to better reflect the stock retention practices of Equifax’s peer companies. The number of executives subject to the guidelines was reduced from approximately 250 to 50 (CEO, senior leadership team and other senior leaders); the CEO multiple was reduced from six times to five times; and shares counted for purposes of the guidelines include only shares which are directly owned, unvested restricted stock units, 401(k) Plan Shares and shares held in deferred compensation plans. The Committee has authority to waive or defer compliance in the case of unusual stock price volatility.

Stock Hedging Transactions

Under our Insider Trading Policy, we prohibit short sales on Equifax stock, or the purchase or sale of options, puts, calls, straddles, equity swaps or other derivative securities that are directly linked to Equifax stock, by our NEOs and other executives.

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Equity Grant Process

Annual equity awards to NEOs are typically made following approval at specified, regularly scheduled meetings of the Compensation Committee each year. In 2009, Committee approval was obtained in April after preliminary discussions in February. Pursuant to our shareholder-approved 2008 Omnibus Incentive Plan, options are priced at fair market value equal to the closing market price of our stock on the NYSE on the grant date. Our policy is that such grants are priced on the approval date or, if this date would fall outside an open stock trading window period, they are priced effective as of the market close on the first business day of the next quarterly trading window period. We do not have any program, plan or practice of setting the exercise price for stock options based on a date or price other than fair market value of our common stock on the date of grant of the award.

Policy on Clawback of Incentive Compensation

In February 2010, the Compensation Committee adopted an incentive compensation “clawback” or recoupment policy effective for incentive compensation awarded for fiscal years beginning after December 31, 2009. Under this policy, in the event of a material misstatement of the financial results, the Committee will review the facts and circumstances that led to the requirement for the restatement and will take actions it deems necessary and appropriate. The Committee will consider whether any executive officer received incentive compensation based on the original financial statements because it appeared he or she achieved financial performance targets that in fact were not achieved based on the restatement.

The Committee will also consider the accountability of any employee (including NEOs) whose acts or omissions were responsible in whole or in part for the events that led to the restatement, and whether such acts or omissions constituted intentional misconduct. The actions the Committee could elect to take against a particular employee, depending on all the facts and circumstances as determined during their review, include repayment of the difference between the incentive compensation paid and the amount that would have been paid based on the restated financial results. In the case of any employee (including an NEO) whose acts or omissions constituted intentional misconduct, recoupment of all or part of any bonus or other incentive compensation paid to the employee that was based upon achievement of financial results that were subsequently restated; disciplinary actions, up to and including termination; and/or the pursuit of other remedies.

Under the terms of our 2008 Omnibus Incentive Plan, employees, including executive officers, who violate our non-compete, non-solicitation and non-disclosure policies or who engage in certain other activities detrimental to the Company may be subject to financial consequences, including cancellation of their outstanding equity awards or recovery by the Company of all gains from exercised stock options and vested restricted stock units received during the period beginning six months prior to the date of the violation. In addition, with respect to any award made for fiscal years beginning after December 31, 2009, these recovery means are also applicable to the incentive equity awards of employees who are terminated for cause, as determined in the sole discretion of the Committee.

Conclusion

For the reasons described above, the Company believes that each element of compensation in its executive compensation program and the total compensation paid to or earned by each NEO in 2009 is performance-based, competitive, designed to align with Equifax’s strategic goals, and reasonable.

Actions Taken with Respect to 2010 Compensation

The following actions were taken by the Compensation Committee with respect to 2010 executive compensation:

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The Committee believes that these actions are responsive to current economic conditions and are consistent with the objectives of both our executive compensation program and our cost-control efforts. The Committee will continue to monitor our program to ensure that it is consistent with our objectives, provides appropriate incentives to management and remains competitive with the industries in which we operate.

REPORT OF THE COMPENSATION, HUMAN RESOURCES &

MANAGEMENT SUCCESSION COMMITTEE

The Compensation, Human Resources & Management Succession Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussions, the Compensation, Human Resources & Management Succession Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Equifax’s Annual Report on Form 10-K for 2009 and 2010 Proxy Statement filed with the Securities and Exchange Commission.

Compensation, Human Resources &

Management Succession Committee

L. Phillip Humann, Chairman

Siri S. Marshall

Mark B. Templeton

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EXECUTIVE COMPENSATION TABLES

The following table presents information regarding compensation of the NEOs for services rendered during 2009, 2008 and 2007. The table includes values for contingent compensation such as unvested or unpaid stock awards and unexercised stock options. The NEOs may never realize the value of certain items included in the column headed “Total,” or the amounts realized may differ materially from the amount listed in the table.

SUMMARY COMPENSATION TABLE

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GRANTS OF PLAN-BASED AWARDS

For the Year Ended December 31, 2009

The following table summarizes 2009 grants of equity and non-equity plan-based awards to the NEOs.

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Additional Discussion of Material Items in Summary Compensation and Grants of Plan-Based Awards Tables

Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and Grants of Plan-Based Awards Table was paid or awarded, are described above under “Compensation Discussion and Analysis.” A summary of certain material terms of our compensation plans and arrangements is set forth below.

2009 Annual Incentive Plan

Annual incentive opportunities awarded to our NEOs are earned based on Company performance against one-year operating objectives and individual performance metrics. The actual amount of annual incentive earned by each NEO in 2009 pursuant to the individual performance portion is reported in the “Bonus” column of the Summary Compensation Table above. The remainder of the incentive, which is based on the Company performance portion, is shown under the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table. Annual incentive plan thresholds, targets and maximums are identified for each NEO in the Estimated Future Payouts under the “Non-Equity Incentive Plan Awards” column of the Grants of Plan-Based Awards Table above. Additional information regarding the design of the annual incentive plan is included in the Compensation Discussion and Analysis above.

401(k) Plan and Defined Benefit Pension Plan

We sponsor a tax-qualified 401(k) Plan in which eligible salaried employees may participate. Pursuant to this plan, employees may elect to reduce their current compensation up to the lesser of 30% (offset by after-tax contributions) or the statutorily prescribed limit of $16,500 in 2009 (plus up to an additional $5,500 in the form of “catch up” contributions for participants age 50 or older), and have the amount of any reduction contributed to the 401(k) Plan for investment in various investment funds. The plan is intended to qualify under Code Sections 401(a) and 401(k), so that contributions by us or our employees to the plan and income earned on contributions are not taxable to employees until withdrawn from the plan and so that contributions will be deductible by us when made. In 2009, depending on eligibility, we matched either 50% of the first 6% of pay, or 100% of 4% of pay an employee contributed on a pre-tax or after-tax basis to the plan (subject to the government limit on compensation, or $245,000 in 2009), plus a direct Company contribution as noted below.

Effective January 1, 2009, we redesigned our retirement program for active U.S. employees, the U.S. retirement Income Plan, or USRIP. We have frozen our qualified defined benefit pension plan for U.S. employees who do not meet certain grandfathering criteria for retirement eligible employees, and provide these employees and certain other employees not eligible to participate in the USRIP with an enhanced 401(k) Plan. The pension plan amendments freeze service credit, but continue to credit for the participant’s salary increases over time. Grandfathered employees, who include Mr. Mast among the NEOs, will remain in the current pension plan and 401(k) Plan. In addition, all currently active SERP participants (which include all of the NEOs) will remain in the current 401(k) Plan and not participate in the enhanced 401(k) Plan. These changes are in line with established marketplace trends, in which retirement savings through a 401(k) plan is increasingly becoming the standard retirement offering by employers, including many of the Company’s competitors for talent and business. Under the enhanced 401(k) Plan, Equifax may make a contribution of between 1.5% and 4% of pay based on years of service, even if employees do not choose to make a 401(k) plan contribution, and also may provide a 100% match on employees’ 401(k) Plan contributions up to

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4% of pay compared to a 50% match on the first 6% of employees’ contributions in the previous 401(k) Plan. Combining the maximum employee-provided and Company-provided contributions, eligible employees can have as much as 8% of their pay contributed to their enhanced 401(k) Plan investment choices. The changes did not affect our current U.S. retirees, former employees with vested benefits or employees who were eligible to retire prior to January 1, 2009. Mr. Canfield and other eligible employees of our TALX subsidiary, who were not previously eligible to participate in the pension plan, were eligible to participate in the enhanced 401(k) Plan as of January 1, 2009.

Executive Life and Supplemental Retirement Benefit Plan

The Executive Life and Supplemental Retirement Plan provides executive life insurance benefits as well as capital accumulation benefits. The plan’s grantor trust is used to ensure that the insurance premiums due under this plan are paid in case we fail to make scheduled payments following a change in control, as defined in the trust agreement. The plan was amended and restated effective July 2002 to provide that (1) executive officers will receive only life insurance benefits and no retirement benefits under the plan, in order to make permanent our suspension of premium payments after July 30, 2002 in compliance with Sarbanes-Oxley Act prohibitions against company loans to their executive officers; (2) participants will receive a federal and state income tax reimbursement for the economic value of the life insurance provided to each participant under the plan.

For executive officers, the amount that Equifax paid for the current life insurance benefit (or imputed loan interest amounts on grandfathered premiums paid prior to the effective date of the Sarbanes-Oxley Act) is included in the Summary Compensation Table on page 36 under the heading “All Other Compensation.”

Employment Contracts with Certain Officers

We maintain employment agreements with Messrs. Smith and Canfield. We believe that these employment agreements help retain experienced executives.

Richard F. Smith.    On September 19, 2008, the Company entered into an amended and restated employment agreement with Mr. Smith to continue to serve as Chairman and CEO through at least September 19, 2010. The amendment was negotiated and approved by the Compensation Committee. Mr. Smith’s employment agreement will be automatically extended for additional one-year periods after the initial two-year term unless either party gives the other party notice of nonrenewal at least 12 months prior to the end of the applicable term. Mr. Smith’s annual base salary of $1.45 million is subject to annual performance-based review and upward adjustment, and he is eligible for an annual target incentive bonus of 100% of his annual base salary, depending on the achievement of performance criteria established by the Committee. Mr. Smith became vested in the SERP as described under “Pension Benefits” on page 42 and was credited with five years of service under such plan. The employment agreement also includes general severance protections described under “Additional Information Regarding Mr. Smith’s Employment Agreement and Post-Termination Payments” on page 51.

William W. Canfield.    In connection with the Company’s acquisition of TALX Corporation in May 2007, the Company assumed TALX Corporation’s obligations under an existing employment agreement entered into between TALX and Mr. Canfield on September 1, 1996, as amended on February 1, 2007 and further amended in September 2008 as noted below. Under the continuing provisions of this employment agreement, Mr. Canfield’s employment period is three years with automatic one-year extensions unless either party provides written notice of nonrenewal 90 days prior to the September 1 anniversary date of the agreement. If Mr. Canfield’s employment is terminated without “cause” (including, without limitation, an uncured material breach of the agreement by him), or by Mr. Canfield for “good reason” (including, without limitation, an uncured material breach of the agreement by the Company, the reduction of his salary, benefits or other perquisites, failure by TALX to extend the expiration date of his agreement or to obtain a successor’s assumption of the Company’s obligations under the agreement), the Company would be obligated to pay Mr. Canfield his annual base salary plus a specified bonus and benefits over a three-year “continuation period.”

If Mr. Canfield’s employment is terminated for “cause” (including without limitation material breach by him of the agreement, certain criminal acts involving moral turpitude or willful misconduct), or by him without “good reason,” he would be entitled to be paid his salary through the date of such termination, to receive an annual incentive bonus as determined by the Compensation Committee in its discretion, and to extend benefit coverage pursuant to any legal or contractual rights in benefit plans.

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