UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 4, 2017
EQUIFAX INC.
(Exact name of registrant as specified in Charter)
| Georgia | 001-06605 | 58-0401110 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 1550 Peachtree Street, N.W. Atlanta, Georgia |
30309 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (404) 885-8000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 4, 2017, Equifax Inc., a Georgia corporation (the “Company”), held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 111,209,803 shares were represented in person or by valid proxy at the Annual Meeting and the Company’s shareholders took the following actions:
1. Election of Directors. Shareholders elected eleven directors to serve until the next annual meeting of shareholders and until their successors are elected and qualified. The vote totals for each of these individuals is set forth below:
| Director |
Shares For | Shares Against | Shares Abstained | |||||||||
| Robert D. Daleo |
99,715,623 | 2,316,383 | 124,852 | |||||||||
| Walter W. Driver, Jr. |
101,132,009 | 935,607 | 89,242 | |||||||||
| Mark L. Feidler |
101,800,614 | 230,300 | 125,944 | |||||||||
| G. Thomas Hough |
101,756,419 | 314,825 | 85,614 | |||||||||
| L. Phillip Humann |
97,793,976 | 4,274,290 | 88,592 | |||||||||
| Robert D. Marcus |
100,645,354 | 1,426,870 | 84,634 | |||||||||
| Siri S. Marshall |
99,836,330 | 2,216,184 | 104,344 | |||||||||
| John A. McKinley |
101,809,923 | 263,577 | 83,358 | |||||||||
| Richard F. Smith |
99,214,320 | 2,647,274 | 295,264 | |||||||||
| Elane B. Stock |
101,863,530 | 235,665 | 57,663 | |||||||||
| Mark B. Templeton |
100,672,799 | 1,399,480 | 84,579 | |||||||||
There were 9,052,945 broker non-votes with respect to each director nominee listed above.
2. Advisory Vote to Approve Named Executive Officer Compensation. Shareholders approved, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers. The vote totals were 97,090,990 shares for, 4,769,446 shares against, 296,422 share abstentions and 9,052,945 broker non-votes.
3. Advisory Vote on Frequency of Future Say-on-Pay Votes. Shareholders approved, on a non-binding, advisory basis, annual frequency for future votes to approve named executive officer compensation. The vote totals were 93,141,565 shares for one-year (i.e. annual) frequency, 88,035 shares for two-year frequency, 8,813,655 shares for three-year frequency, 113,603 share abstentions and 9,052,945 broker non-votes. The Company will conduct an annual advisory vote on executive compensation until the next required vote on the frequency of such votes.
4. Ratification of Appointment of Independent Registered Public Accounting Firm. Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2017. The vote totals were 109,267,963 shares for, 1,851,837 shares against and 90,003 share abstentions.
5. Shareholder Proposal Regarding Political Contributions Disclosure. A shareholder proposal regarding political contributions disclosure was not approved. The vote totals were 36,034,006 shares for, 64,331,648 shares against, 1,791,204 share abstentions and 9,052,945 broker non-votes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 9, 2017 | EQUIFAX INC. | |||
| /s/ John J. Kelley III | ||||
| John J. Kelley III | ||||
| Corporate Vice President, Chief Legal Officer and Corporate Secretary | ||||