EFX 8-K
Equifax Inc (EFX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 1, 2024, the Board of Directors (the “Board”) of Equifax Inc. (the “Company”) appointed Barbara A. Larson as an independent director, to serve a term expiring at the Company’s 2025 Annual Meeting of Shareholders. With the appointment of Ms. Larson, the size of the Board is set at ten directors, nine of whom are independent.
The Board has determined that Ms. Larson 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. Larson 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 appointment of Ms. Larson was not pursuant to any arrangement or understanding between her and any other person.
Ms. Larson 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. Larson will also enter into the Company’s standard form of indemnification agreement for directors.
A copy of the Company’s press release announcing Ms. Larson’s appointment is attached hereto as Exhibit 99.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 2, 2024, the Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 114,124,308 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 nine 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 | |||
| Mark W. Begor |
109,022,573 | 560,817 | 49,943 | |||
| Mark L. Feidler |
99,478,693 | 7,525,328 | 2,629,312 | |||
| Karen L. Fichuk |
109,302,326 | 286,903 | 44,104 | |||
| G. Thomas Hough |
108,279,410 | 1,300,088 | 53,835 | |||
| Robert D. Marcus |
103,351,834 | 6,229,231 | 52,268 | |||
| Scott A. McGregor |
109,181,994 | 400,222 | 51,117 | |||
| John A. McKinley |
105,770,208 | 3,810,621 | 52,504 | |||
| Melissa D. Smith |
105,605,238 | 3,984,307 | 43,788 | |||
| Audrey Boone Tillman |
106,810,303 | 2,780,668 | 42,362 |
There were 4,490,975 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 99,361,137 shares for, 10,166,264 shares against, 105,932 share abstentions and 4,490,975 broker non-votes.
3. 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 2024. The vote totals were 109,773,935 shares for, 4,301,402 shares against and 48,971 share abstentions.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated May 2, 2024, announcing appointment of Barbara A. Larson as a director. | |
| 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: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |
| Date: | May 7, 2024 | |
Exhibit 99.1
Equifax Names Barbara Larson to Board of Directors
ATLANTA, May 2, 2024 – Equifax® (NYSE: EFX) today announced that Barbara Larson, former Chief Financial Officer for Workday, has been elected to its board of directors.
“I’m energized to welcome Barbara as a new independent director on our board,” said Mark W. Begor, CEO of Equifax. “Her more than two decades of financial leadership and extensive experience in both human capital management and enterprise technology will be a tremendous asset to Equifax as we execute against our EFX2026 strategic priorities – continuing to grow our non-mortgage business through Equifax Cloud-based new product and EFX.AI innovation.”
Larson will serve on the board’s Audit Committee. With this appointment, the Equifax board now consists of ten directors, including nine independent directors.
“Barbara is a strong business leader and seasoned finance professional,” said Mark L. Feidler, non-executive chairman of Equifax. “I am pleased to welcome her to the Equifax board of directors and am confident that her background will be invaluable to the board in its continued oversight of the company’s strategic growth.”
Larson most recently served as Chief Financial Officer at Workday, a leading provider of solutions to help organizations manage their people and money. Under her financial leadership, the company consistently beat quarterly guidance and issued their first investment grade debt offering. During her nearly decade-long tenure with Workday, Larson held several leadership positions across the company’s finance and product organizations, including Senior Vice President of accounting, tax, and treasury, as well as General Manager of Workday Financial Management, where she oversaw Workday Financial Management applications.
“The new Equifax has expanded well beyond a traditional credit bureau – growing into a leading global data, analytics and technology company,” commented Larson. “I look forward to working with the board of directors to help guide the company’s strategic priorities as it continues its growth worldwide.”
Prior to joining Workday, Larson held various leadership roles in corporate finance spanning more than 20 years at VMWare, TIBCO, and Symantec. She holds a Bachelor of Business Administration degree from the University of Arizona.
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, employers, 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 nearly 15,000 employees worldwide, Equifax operates or has investments in 24 countries in North America, Central and South America, Europe, and the Asia Pacific region. For more information, visit Equifax.com.
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Kate Walker for Equifax