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8-K

Equifax Inc (EFX)

8-K 2020-11-05 For: 2020-11-04
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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): November 4, 2020

Equifax Inc.

(Exact Name of Registrant as Specified in Charter)

Georgia 001-06605 58-0401110
(State or Other Jurisdiction<br> <br>of Incorporation) (Commission<br> <br>File Number) (IRS Employer<br> <br>Identification No.)
1550 Peachtree Street, N.W.<br> <br>Atlanta, Georgia 30309
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(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 obligation of the registrant under any of the following provisions:

Written communications 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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br> <br>Symbol Name of each exchange<br> <br>on which registered
Common stock, $1.25 par value per share EFX New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 5, 2020, the Board of Directors (the “Board”) of Equifax Inc. (the “Company”) elected Melissa D. Smith as an independent director, to serve a term expiring at the Company’s 2021 Annual Meeting of Shareholders. She will also serve on the Board’s Governance Committee.

The Board has determined that Ms. Smith is independent and meets the applicable independence requirements of the New York Stock Exchange and the Company’s Guidelines for Determining the Independence of Directors. There have been no transactions since the beginning of the Company’s last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Ms. Smith or any member of her immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.

The selection of Ms. Smith was not pursuant to any arrangement or understanding between her and any other person.

Ms. Smith will be compensated in accordance with the Company’s previously-disclosed compensation program for its non-employee directors as disclosed in the Company’s most recent proxy statement. Ms. Smith will also enter into the Company’s standard form of indemnification agreement for directors.

A copy of the Company’s press release announcing Ms. Smith’s election is attached hereto as Exhibit 99.1 and incorporated by reference herein.

On November 4, 2020, Elane B. Stock informed the Company of her intention to retire from the Board, effective immediately. Ms. Stock was recently appointed as chief executive officer of ServiceMaster Brands.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit<br>No. Description
99.1 Press Release dated November 5, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

Equifax Inc.
By: /s/ John J. Kelley III
Name: John J. Kelley III
Title: Corporate Vice President, Chief Legal Officer and Corporate Secretary

Date: November 5, 2020

EX-99.1

Exhibit 99.1

LOGO

Equifax Names Melissa Smith to Board of Directors

ATLANTA – Nov. 5, 2020 – Equifax Inc. (NYSE: EFX) today announced that Melissa D. Smith, chair, chief executive officer and president of WEX Inc. (NYSE: WEX), has been elected to its board of directors. She was also appointed to the board’s Governance Committee.

“We are thrilled to welcome Melissa as a new independent director on our board,” said Mark W. Begor, CEO of Equifax. “Her strategic vision and broad-based executive leadership experience in the financial technology solutions industry will benefit Equifax as we continue investing in our cloud technology transformation to drive new product innovation and growth.”

“Melissa is a strong business leader who brings both operational and financial expertise, gained over two decades of experience in a business driven by data and analytics,” said Mark L. Feidler, non-executive chairman of Equifax. “Her background and skill set will be invaluable to the Equifax board of directors in its oversight of the company’s continued strategic growth.”

Smith has served as president and chief executive officer of WEX, a global payment processing and information services provider, since 2014 and as the WEX board chair since 2019. Under her leadership as CEO, WEX has doubled its revenues. She has been instrumental in the company’s strategic growth, overseeing major acquisitions, technology investments and international expansion. Smith joined the company in 1997 and held several senior leadership positions across different aspects of the business prior to her appointment as CEO. Among other roles, she served as chief financial officer for ten years, during which time she spearheaded the company’s initial public offering in 2005. Smith began her career as an auditor at Ernst & Young LLP.

Smith also brings a history of involvement in extensive nonprofit work, including serving as a trustee of Maine Health and as a former board member for the Center for Grieving Children. In 2010, she co-founded sheJAMS, an all-female training club that allows women to train together in a non-competitive spirit. Smith holds a bachelor’s of science from the University of Maine, where she studied business administration and accounting.

In addition to Smith’s appointment, the Equifax board of directors also announced the retirement of Elane B. Stock, who recently assumed the role of CEO at ServiceMaster Brands.

ABOUT EQUIFAX INC.

At Equifax (NYSE: EFX), we believe knowledge drives progress. As a global data, analytics, and technology company, we play an essential role in the global economy by helping financial institutions, companies, employees, and government agencies make critical decisions with greater confidence. Our unique blend of differentiated data, analytics, and cloud technology drives insights to power decisions to move people forward. Headquartered in Atlanta and supported by more than 11,000 employees worldwide, Equifax operates or has investments in 25 countries in North America, Central and South America, Europe, and the Asia Pacific region. For more information, visit Equifax.com