<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/X/ Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
EQUIFAX, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
Dear Shareholder:
The 1996 Annual Meeting of Shareholders of Equifax Inc. will be held in the
Walter C. Hill Auditorium at the High Museum of Art, 1280 Peachtree Street,
N.E., Atlanta, Georgia. The meeting is scheduled for 10:00 a.m. on Wednesday,
May 1, 1996.
Information concerning the meeting, the nominees for the Board of Directors,
and other pertinent information is set forth in the Proxy Statement which
follows.
As is our custom, a brief report will be made at this meeting on highlights for
the year 1995 as well as significant developments thus far in 1996. I sincerely
hope that you will be able to attend this meeting and that I will have the
opportunity to speak with you personally.
Please sign and return your proxy promptly, whether or not you plan to attend.
Your vote is very important to the Company.
On behalf of the Officers and Directors, I wish to thank you for your interest
in the Company and your confidence in its future.
Sincerely,
Chairman
Atlanta, Georgia
March ___, 1996
YOUR VOTE IS IMPORTANT.
Please sign, date and return your proxy card promptly.
<PAGE> 3
EQUIFAX INC.
1600 Peachtree Street, N.W.
P.O. Box 4081
Atlanta, Georgia 30302
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 1, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Equifax Inc.
will be held on May 1, 1996, at 10:00 a.m., local time, in the Walter C. Hill
Auditorium at the High Museum of Art, 1280 Peachtree Street, N.E., Atlanta,
Georgia, for the following purposes:
(1) To elect six Directors of the Company, one to serve a term of one
year and five to serve terms of three years;
(2) To vote on a proposal to approve the amended Equifax Inc. 1988
Performance Share Plan for Officers;
(3) To vote on a proposal to amend and restate the Company's Articles
of Incorporation to increase the amount of authorized common stock;
(4) To vote on a proposal to amend and restate the Company's Articles
of Incorporation to authorize "blank check" preferred stock;
(5) To vote on a proposal to amend and restate the Company's Articles
of Incorporation to adopt the minimum shareholder vote required
under current State of Georgia law;
(6) To vote on a proposal to amend and restate the Company's Articles
of Incorporation to modernize and conform to current State of
Georgia law;
(7) To appoint Arthur Andersen LLP as independent public accountants
of the Company for the year 1996; and
(8) To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business March 12, 1996, are entitled to
notice of and to vote at the meeting.
By order of the Board of Directors
T. H. Magis
Secretary
Atlanta, Georgia
March ___, 1996
PLEASE SIGN AND RETURN YOUR PROXY EVEN THOUGH YOU PLAN TO ATTEND THE MEETING.
IF YOU DO ATTEND, YOU MAY, OF COURSE, VOTE IN PERSON.
<PAGE> 4
EQUIFAX INC.
1600 Peachtree Street, N.W.
P.O. Box 4081
Atlanta, Georgia 30302
March ___, 1996
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 1, 1996
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Equifax Inc. of proxies to be used at the Annual Meeting
of Shareholders to be held in the Walter C. Hill Auditorium at the High Museum
of Art, 1280 Peachtree Street, N.E., Atlanta, Georgia, on May 1, 1996, at 10:00
a.m., local time. The approximate date on which the 1995 Annual Report, Proxy
Statement and form of proxy are first being sent or given to Shareholders is
March ___, 1996.
Any Shareholder who executes and delivers a proxy may revoke it any time prior
to its use.
All shares represented by effective proxies will be voted as specified in
connection with the six nominees for election to the Board of Directors,
proposed amendments to the Equifax Inc. 1988 Performance Share Plan for
Officers, amendment and restatement of the Company's Articles of Incorporation
and appointment of independent public accountants for the year 1996, all as
more fully described elsewhere herein. Unless otherwise specified, the proxies
will be voted in favor of the matters mentioned above.
Only holders of issued and outstanding shares of common stock of the Company,
of record, at the close of business on March 12, 1996, are entitled to notice
of, or to vote at, the meeting. The number of shares of common stock
outstanding and entitled to vote as of March 12, 1996, was _____________. Each
share is entitled to one vote.
The solicitation of proxies will be made primarily by mail. Proxies may also be
solicited personally and by telephone or facsimile transmission by regular
employees of the Company, without any additional remuneration and at minimal
cost. Also, the Company has retained the firm of Morrow & Co., Inc. to assist
in the solicitation of proxies for a fee estimated at $15,000 plus expenses.
The Company intends to request banks, brokerage houses, custodians, nominees
and fiduciaries to forward the proxy material to their principals and request
authority for the execution of proxies. The Company will reimburse such persons
for their expenses in so doing, in accordance with the rules and regulations of
the New York Stock Exchange. The cost of soliciting the proxies will be borne
by the Company.
ELECTION OF DIRECTORS
(Proxy Item No. 1)
The Board of Directors is divided into three classes with each class elected
for three year terms. Terms are staggered so that one class is elected each
year. Due to the voluntary resignation of Dr. Leroy Keith, a vacancy exists in
the class whose members' terms expire in 1997. To maintain equal class size, D.
V. Smith is nominated to serve for a term of one year. Messrs. Chapman,
Forrestal, Irvin, Riddle and Dr. Siegel, are nominated for election as
Directors for a term of three years. Proxies cannot be voted for a greater
number of persons than the nominees named below.
Proxies in the accompanying form will be voted for the six nominees listed
below to serve for the terms indicated or until their successors are elected
and have qualified. Each nominee must receive a plurality of the votes cast by
the shares entitled to vote at the meeting at which a quorum is present. A
quorum exists if one-half of all shares of the capital stock of the Company
entitled to vote at the meeting is present, either in person or represented by
proxy. Abstentions and
<PAGE> 5
broker non-votes are each included in determining the number of shares present
and voting, with each being tabulated separately. Abstentions are counted in
tabulations of votes for election of Directors. Broker non-votes are counted as
abstentions. SunTrust Bank, Atlanta, the Company's transfer agent, tabulates
votes through the use of an automated system.
NOMINEE FOR TERM EXPIRING IN 1997
<TABLE>
<CAPTION>
Name Experience
- ---- ----------
<S> <C>
Derek V. Smith Executive Vice President of the Company and Group Executive of the Company's Insurance
Information Services Group. Mr. Smith has overall responsibility for the Company's personal life, health,
auto and property underwriting and claims reports, health measurements, medical history reports, claim
investigations, motor vehicle records, specimen testing for life and health insurance applicants and
employment evaluation services and related international operations. He has served as an Executive Officer
of the Company since 1990. He is 41.
</TABLE>
NOMINEES FOR TERMS EXPIRING IN 1999
<TABLE>
<CAPTION>
Name Experience
- ---- ----------
<S> <C>
Thomas F. Chapman Executive Vice President of the Company and Group Executive of the Company's Financial Information
Services Group. Mr. Chapman has overall responsibility for the Company's credit marketing, target
marketing, credit reporting, collection and risk management, check and credit card processing
services and related international operations. He has served as an Executive Officer of the Company since
1990 and has served as a Director since January 1994. He is 52.
Robert P. Forrestal Partner, Smith, Gambrell & Russell, a law firm located in Atlanta, Georgia. Mr. Forrestal has
served as a partner with this firm since early 1996. Prior to that, Mr. Forrestal served as
President and Chief Executive Officer of the Federal Reserve Bank of Atlanta from 1983 through 1995.
He is 64.
Tinsley H. Irvin Retired Chairman and Chief Executive Officer, Alexander & Alexander Services Inc., an international
insurance brokerage company. Mr. Irvin served in various executive capacities with Alexander &
Alexander Services Inc. or its subsidiaries for more than five years. Mr. Irvin has served as a
Director of the Company since 1989. He is 62.
D. Raymond Riddle Retired Chairman of the Board and Chief Executive Officer of National Service Industries, Inc., a
diversified manufacturing and service company. Mr. Riddle served in an executive capacity with
National Service Industries, Inc. from January 1993 until his retirement in February 1996. Prior to
that, Mr. Riddle served as President and Chief Executive Officer of Wachovia Corporation of
Georgia, a bank holding company, President and Chief Executive Officer of Wachovia Bank of Georgia,
N.A., and Executive Vice President of Wachovia Corporation, the parent of Wachovia Corporation of
Georgia. Mr. Riddle was employed by these organizations for more than five years. He serves as a
Director of National Service Industries, Inc., Atlanta Gas Light Company, Atlantic American
Corporation, Munich American Reassurance Company, Wachovia Corporation of Georgia, Wachovia Bank of
Georgia, N.A. and Fuqua Enterprises, Inc. Mr. Riddle has served as a Director of the Company since
1989. He is 62.
</TABLE>
2
<PAGE> 6
<TABLE>
<S> <C>
Betty L. Siegel, Ph.D. President of Kennesaw State College, a senior college in the University System of Georgia. Dr. Siegel has
been President of Kennesaw State College for more than five years. She serves as a Director of Atlanta
Gas Light Company and National Service Industries, Inc. Dr. Siegel has served as a Director of the Company
since 1987. She is 65.
</TABLE>
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1997
<TABLE>
<CAPTION>
Name Experience
- ---- ----------
<S> <C>
D. W. McGlaughlin President and Chief Executive Officer of the Company. He has served as an Executive Officer
of the Company for more than five years. He serves as a Director of Wachovia Corporation of Georgia and
its subsidiary Wachovia Bank of Georgia, N.A. Mr. McGlaughlin has served as a Director of the
Company since 1990. He is 59.
Larry L. Prince Chairman of the Board and Chief Executive Officer, Genuine Parts Company, an automotive parts
wholesaler. Mr. Prince has been employed in various executive capacities by Genuine Parts Company
for more than five years. He serves as a Director of SunTrust Bank of Georgia, SunTrust Bank,
Atlanta, Crawford & Co., Southern Mills, Inc., John H. Harland Company and UAP, Inc. (Canada). Mr.
Prince has served as a Director of the Company since 1988. He is 57.
C. B. Rogers, Jr. Chairman of the Board of the Company. Prior to his retirement on December 31, 1995, Mr. Rogers served
as Chairman and Chief Executive Officer of the Company. Mr. Rogers has served as an Executive
Officer of the Company for more than five years. He serves as a Director of Sears, Roebuck & Co.,
Dean Witter, Discover & Co., Briggs & Stratton Corporation and Oxford Industries, Inc. Mr. Rogers
has served as a Director of the Company since 1978. He is 66.
L. W. Sullivan, M.D.
President of Morehouse School of Medicine, a private medical school located in Atlanta, Georgia.
Dr. Sullivan has been President of Morehouse School of Medicine since January 1993. Prior to that,
Dr. Sullivan served as Secretary of the U.S. Department of Health and Human Services from March
1989 to January 1993. He serves as a Director of General Motors Corporation, 3-M Company, Bristol-
Myers Squibb, CIGNA Corporation, Georgia-Pacific Corporation and Household International. Dr.
Sullivan has served as a Director of the Company since January 1995. He is 62.
</TABLE>
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1998
<TABLE>
<CAPTION>
Name Experience
- ---- ----------
<S> <C>
Lee A. Ault, III Private Investor. Prior to his retirement in January 1992, Mr. Ault was Senior Vice President of
the Company and Chief Executive Officer of Telecredit, Inc., which was acquired by the Company in
December 1990. Prior to the acquisition of Telecredit, Inc. by the Company, Mr. Ault served as
Chairman and Chief Executive Officer of Telecredit, Inc. for more than five years. He serves as a
Director of Alex Brown Incorporated, Sunrise Medical Inc. and Viking Office Products, Inc. Mr. Ault
has served as a Director of the Company since 1991. He is 59.
</TABLE>
3
<PAGE> 7
<TABLE>
<S> <C>
Ron D. Barbaro Retired President of The Prudential Insurance Company of America, an international multi-line insurance
company. Prior to his retirement in December 1992, Mr. Barbaro served in various executive positions
with The Prudential Insurance Company of America or its subsidiaries for more than five years.
He serves as a Director of Prudential of America Life Insurance Company (Canada), the Canadian Prudential
Mutual Funds, The Thomson Corporation, Canbra Foods Limited, Flow International, Inc. and Clairvest Group,
Inc. Mr. Barbaro has served as a Director of the Company since 1992. He is 64.
John L. Clendenin Chairman of the Board and Chief Executive Officer, BellSouth Corporation, a regional telephone
utility. Mr. Clendenin has been Chairman and Chief Executive Officer of BellSouth Corporation since
1984. He serves as a Director of BellSouth Corporation, Wachovia Corporation, Providian
Corporation, The Kroger Company, Coca-Cola Enterprises, Inc., RJR Nabisco, Inc. and Springs
Industries, Inc. Mr. Clendenin has served as a Director of the Company since 1982. He is 61.
A. W. Dahlberg Chairman of the Board, President and Chief Executive Officer, The Southern Company, a regional
electric utility holding company. Mr. Dahlberg has served in an executive capacity with The
Southern Company since January 1994. Prior to that, he served as President and Chief Executive
Officer of Georgia Power Company, an electric utility and largest subsidiary of The Southern
Company. Mr. Dahlberg has served in various executive positions with The Southern Company or its
subsidiaries for more than five years. He serves as a Director of The Southern Company, SunTrust
Bank of Georgia, SunTrust Bank, Atlanta, and Protective Life Corporation. Mr. Dahlberg has served
as a Director of the Company since 1992. He is 55.
L. Phillip Humann President of SunTrust Banks, Inc., a multi-bank holding company. Mr. Humann has served in various
executive positions with SunTrust Banks, Inc. or its subsidiary SunTrust Bank, Atlanta, for more
than five years. He serves as a Director of SunTrust Banks, Inc., Coca-Cola Enterprises, Inc. and
Haverty Furniture Companies, Inc. Mr. Humann has served as a Director of the Company since 1992. He
is 50.
</TABLE>
If any nominee shall be unable to serve, the persons named in the proxy may
vote for a substitute nominee. The management has no reason to believe that any
nominee will be unable to serve. There are no family relationships between any
Director, person nominated to be a Director or Executive Officer of the Company
or its subsidiaries. Except for Equifax Payment Services, Inc., formerly
Telecredit, Inc., none of the companies or organizations named in the above
table is a parent, subsidiary or other affiliate of the Company.
CERTAIN RELATIONSHIPS
In 1995, the Company was indebted, in the ordinary course of its business, to
Wachovia Bank of Georgia, N.A. and SunTrust Bank, Atlanta. The highest amount
of indebtedness during 1995 to Wachovia Bank of Georgia, N.A. was $91,890,000
composed of $31,890,000 in long-term debt and $60,000,000 in short-term debt.
The highest amount of indebtedness during 1995 to SunTrust Bank, Atlanta was
$66,340,341 composed of $36,340,341 in long-term debt and $30,000,000 in
short-term debt. Rates of interest charged on each of these debts were
competitive with other lending institutions. In September 1990, the Company
entered into a Loan Agreement with Wachovia Bank of Georgia, N.A. and SunTrust
Bank, Atlanta and four other commercial banks, whereby a $450 million,
five-year, committed revolving credit facility was established to be used by
the Company for general corporate purposes. Wachovia Bank of Georgia, N.A.
served as Co-Agent and Administrative Agent under this Loan Agreement. Rates of
interest charged pursuant to this Loan Agreement were competitive with other
lending institutions. In August 1995, the Company replaced this revolving
credit facility by entering into a Loan Agreement with Wachovia Bank of
Georgia, N.A. and SunTrust Bank, Atlanta and six other commercial banks. Under
this new Loan Agreement, a $550 million, five-year, committed revolving credit
facility was established to be used by the Company for general corporate
purposes. Wachovia Bank of Georgia, N.A. also serves as Co-Agent and
Administrative Agent under this Loan Agreement. Rates of interest charged
4
<PAGE> 8
pursuant to this Loan Agreement are competitive with other lending
institutions. During 1995, $60,000,000 in short-term debt was borrowed by the
Company from Wachovia Bank of Georgia, N.A. under the replacement revolving
loan facility, which figure is included in the short-term debt figure noted
above. No other funds were borrowed or owed by the Company under either
revolving loan facility during 1995.
Messrs. Riddle and McGlaughlin serve as Directors of Wachovia Bank of Georgia,
N.A. and Wachovia Corporation of Georgia. Mr. Clendenin is a Director of
Wachovia Corporation, the parent of Wachovia Corporation of Georgia. Mr. Humann
is President and a Director of SunTrust Banks, Inc. which is the parent of
SunTrust Bank of Georgia. Messrs. Dahlberg and Prince are Directors of SunTrust
Bank of Georgia and its subsidiary SunTrust Bank, Atlanta.
COMMITTEES OF THE BOARD
The Board of Directors of Equifax Inc. met four times during 1995. The
committees of the Board, described below, met at various intervals as
indicated. All members of the Board of Directors attended at least 75% of the
meetings of the Board and the various committees of the Board of which they
were members.
EXECUTIVE COMMITTEE
Members are Messrs. Rogers (Chairman), McGlaughlin, Clendenin and Riddle. The
Executive Committee met seven times during 1995. This Committee, in general,
may exercise the powers of the Board in managing the business and property of
the Company during the intervals between Board meetings, subject to Board
direction. The Committee also sets salaries for Executive Officers other than
officers who are members of the Executive Committee pursuant to guidelines
established by the Management Compensation Committee.
MANAGEMENT COMPENSATION COMMITTEE
Members are Messrs. Irvin (Chairman), Humann and Prince. The Management
Compensation Committee met three times during 1995. This Committee is
responsible for all decisions regarding the Chief Executive Officer's
and Chief Operating Officer's compensation and for establishing and
administering compensation policies and incentive compensation plans
for Executive Officers.
AUDIT COMMITTEE
Members are Messrs. Riddle (Chairman), Dahlberg and Dr. Sullivan. The Audit
Committee met two times during 1995. The Committee meets with the Company's
independent public accountants to review (1) the scope of audit work to be
performed, (2) the results of the annual audit of the financial statements and
(3) other matters related to accounting and auditing.
PENSION, THRIFT AND GROUP BENEFIT PLANS COMMITTEE
Members are Messrs. Barbaro (Chairman), Prince and Rogers. The Pension, Thrift
and Group Benefit Plans Committee met one time during 1995. The Committee is
responsible for reporting to the Board periodically as to the effectiveness and
the funded status of the Company's retirement and thrift plans.
PUBLIC ISSUES COMMITTEE
Members are Dr. Siegel (Chairman) and Messrs. Ault and McGlaughlin. The Public
Issues Committee met one time
5
<PAGE> 9
during 1995. The Committee reviews significant public issues of concern to the
shareholders, the Company, the business community or the general public and
makes recommendations to the Board and Company management as deemed
appropriate.
NOMINATING COMMITTEE
The Board does not have a Nominating Committee or any other Committee
performing a similar function.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table reflects information relating to shares of common stock
owned by the Equifax Inc. Employees Thrift Plan as of January 1, 1996, and
information relating to share ownership as reported pursuant to Section 13(d)
or 13(g) of the Securities Exchange Act of 1934, as amended. The number of
outstanding shares of Equifax Inc. common stock as of January 1, 1996 was
156,353,430. All outstanding equity securities are of a single class of common
stock.
<TABLE>
<CAPTION>
Percent of
Name and Address Amount (Number of Class (Based on
of Beneficial Shares) and Nature of Number of Shares
Owner Beneficial Ownership(1) Outstanding as of 1/1/96)
- ---------------- ------------------------ -------------------------
<S> <C> <C>
Equifax Inc. - 0 - Sole voting power
Employees - 0 - Shared voting power
Thrift Plan 8,222,952 Sole investment power
1600 Peachtree Street - 0 - Shared investment power
Atlanta, Georgia 30309 8,222,952 Aggregate amount(2) 5.3%
</TABLE>
(1) Figures shown reflect 2-for-1 stock split effective November 24, 1995.
(2) Participants in the Thrift Plan have the right to direct the Plan
Trustee's voting of shares held for their individual accounts. In the
absence of such direction, the Trustee may not vote said shares.
The following table reflects information, as of January 1, 1996, relating to
shares of common stock owned by all Directors and Nominees for Director, by
each of the Executive Officers named in the Summary Compensation Table which
follows and by all Directors and Executive Officers as a group. Share ownership
shown represents sole voting and investment power of shares.
<TABLE>
<CAPTION>
Amount and Nature
Name of Beneficial Ownership(1) Percent of Class
- ---- ----------------------- ----------------
<S> <C> <C>
Lee A. Ault III 91,108 *
Ron D. Barbaro 6,000 *
Thomas F. Chapman 154,488 (2) *
J. C. Chartrand 252,972 (2) *
John L. Clendenin 2,400 *
A. W. Dahlberg 2,000 *
Robert P. Forrestal 1,000 (3) *
L. Phillip Humann 3,000 *
Tinsley H. Irvin 4,000 *
D. W. McGlaughlin 367,075 (2) *
Larry L. Prince 2,000 *
D. Raymond Riddle 3,000 *
C. B. Rogers, Jr.(4) 1,234,305 (2) *
Betty L. Siegel, Ph.D. 1,152 *
Derek V. Smith 169,421 (2) *
L. W. Sullivan, M.D. 300 *
D. F. Walsh(4) 224,092 (2)
All Directors and Executive Officers
as a Group (23 persons) 2,827,448 (2) 1.8%
</TABLE>
*Less than 1%
(1) Figures shown reflect 2-for-1 stock split effective November 24,
1995.
(2) Includes shares held in the Company Thrift Plan and stock options
exercisable on January 1, 1996, or within 60 days thereafter, as
follows: Mr. Chapman - 5,118 Thrift Plan shares and 70,000 option
shares; Mr. Chartrand - 72,000 option shares; Mr. McGlaughlin - 3,815
Thrift Plan shares and 153,500 option shares; Mr. Rogers - 14,846 Thrift
Plan shares and 317,500 option shares; Mr. Smith - 5,461 Thrift Plan
shares and 77,000 option shares; and Mr. Walsh - 30,066 Thrift Plan
shares and 92,600 option shares. As of January 1, 1996, the aggregate of
such shares for all Directors and Executive Officers as a Group was as
follows: 129,575 Thrift Plan shares and 944,050 option shares.
(3) Purchased 1,000 shares of common stock in February 1996.
(4) Messrs. Rogers and Walsh retired from the Company effective December 31,
1995.
6
<PAGE> 10
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the fiscal years ended December 31, 1995, 1994
and 1993, the cash compensation paid by the Company, as well as compensation
accrued for those years, to each of the five most highly compensated Executive
Officers of the Company in 1995 in all capacities in which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards Payouts
------ -------
------------------------------------ -------------------------------- -------
Other Securities
Name and Annual Restricted Underlying LTIP All Other
Principal Salary Bonus Compensation Stock Options Payouts Compensation
Position Year ($) ($)(1) ($) Awards ($)(1)(2)(3) (#)(3) ($) ($)(4)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. B. Rogers, Jr. 1995 543,700 0 22,723 1,323,501 200,000 1,310,100 32,450
Chairman and 1994 522,696 0 31,733 769,697 100,000 898,050 32,450
Chief Executive Officer 1993 496,184 0 21,445 524,963 70,000 551,950 48,275
D. W. McGlaughlin 1995 377,200 143,350 8,721 658,628 100,000 786,060 4,950
President and Chief 1994 354,424 192,381 10,263 221,214 50,000 449,025 4,950
Operating Officer 1993 338,924 135,570 14,959 155,906 50,000 331,170 15,475
Thomas F. Chapman 1995 264,600 116,294 12,720 390,017 60,000 327,525 4,950
Executive Vice 1994 240,052 155,266 11,463 0 24,000 224,513 4,950
President 1993 224,668 114,581 6,220 43,923 24,000 264,936 10,664
Derek V. Smith 1995 240,800 167,593 11,871 343,500 60,000 327,525 4,950
Executive Vice 1994 221,534 132,900 11,599 106,943 24,000 224,513 4,950
President 1993 209,038 106,609 11,737 0 24,000 264,936 11,691
D. F. Walsh 1995 210,500 125,598 7,294 0 40,000 262,020 4,950
Senior Vice President 1994 202,042 120,325 4,475 66,524 18,000 179,610 4,950
1993 193,596 90,023 6,668 34,500 16,000 264,936 11,228
</TABLE>
(1) The "Bonus ($)" column represents any annual incentive award earned and
paid in cash. In all three reporting years, participants could elect to
receive all or part of any cash bonus earned in the form of restricted
stock. Beginning in 1994, all amounts earned above a designated
percentage of salary are only awarded in the form of restricted stock.
These amounts are included under the "Restricted Stock Awards" column
for each respective year, although the grants were not awarded until
the following year.
(2) Dividend income is paid on restricted stock at the same rate as paid to
all shareholders. Value of restricted stock shown in table is as of the
date of grant. As of December 31, 1995, total restricted stock awards
outstanding and related fair market values were as follows: Mr. Rogers
- 146,632 shares ($3,134,259); Mr. McGlaughlin - 62,182 shares
($1,329,140); Mr. Chapman - 27,584 shares ($589,608); Mr. Smith -
31,472 shares ($672,714); and Mr. Walsh 7,464 shares ($159,543). Of
these shares, over 50% were awarded as restricted stock in lieu of cash
bonus payments to these officers.
(3) Figures shown reflect 2-for-1 stock split effective November 24, 1995.
(4) Column "All Other Compensation" includes $27,500 in premiums for a
universal life insurance policy for Mr. Rogers to provide coverage
which is otherwise limited by the Company's group life insurance plan
provisions and Company thrift plan matching contributions in the amount
of $4,950 for each officer.
7
<PAGE> 11
STOCK OPTIONS
The following table contains information concerning the grant of stock options
to the named Executive Officers during 1995. Consistent with Company policy, no
stock appreciation rights were awarded to any Executive Officer and no
outstanding stock options were repriced during 1995.
OPTION GRANTS DURING YEAR
ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term(3)
- -------------------------------------------------------------------------------------- ------------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted (#)(1)(2) Fiscal Year ($/Share) Date 5% 10%
- -------------------------------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C> <C> <C>
C. B. Rogers, Jr. 200,000 4.19% $14.3125 1/25/05 $1,800,211 $4,562,088
D. W. McGlaughlin 100,000 2.09% $14.3125 1/25/05 $ 900,105 $2,281,044
Thomas F. Chapman 60,000 1.26% $14.3125 1/25/05 $ 540,063 $1,368,626
Derek V. Smith 60,000 1.26% $14.3125 1/25/05 $ 540,063 $1,368,626
D. F. Walsh 40,000 0.84% $14.3125 1/25/05 $ 360,042 $ 912,418
</TABLE>
(1) Options have a ten-year term and vest 25% on the first through the
fourth anniversary of the date of grant.
(2) Figures shown reflect 2-for-1 stock split effective November 24, 1995.
(3) The dollar amounts under these columns are the result of calculations at
5% and 10% rates of appreciation. They are not intended to forecast
possible future appreciation, if any, of Equifax stock price.
8
<PAGE> 12
The following table shows options that were exercised and options outstanding
as of year-end for each named Executive Officer. No stock appreciation rights
are currently held by any Executive Officer.
AGGREGATED OPTION EXERCISES DURING YEAR ENDED DECEMBER 31, 1995
AND OPTION VALUES AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options as Options as
of 12/31/95 (#) of 12/31/95 ($)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#)(1) Realized ($) Unexercisable(1) Unexercisable(1)(2)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
C.B. Rogers, Jr. 39,700 $282,900 335,000/0 $3,794,600/$0
D. W. McGlaughlin 0 0 92,800/173,200 $1,093,675/$1,472,950
Thomas F. Chapman 0 0 37,400/95,600 $430,837/$797,850
Derek V. Smith 0 0 45,400/94,600 $532,900/$784,600
D. F. Walsh 19,600 $173,600 92,600/0 $869,600/$0
</TABLE>
(1) Figures shown reflect 2-for-1 stock split effective November 24, 1995.
(2) Represents aggregate excess of market value of shares under option as of
December 31, 1995, over the exercise price of the options.
LONG-TERM INCENTIVE PLAN
The following table provides information concerning awards under the Company's
1988 Performance Share Plan for Officers. Each unit awarded represents the
right, subject to certain conditions set forth in the Plan, to receive one
share of the Company's common stock or its cash equivalent (up to 50% of total
units awarded), plus cash representing dividends. Payments of awards are tied
to achieving specified levels of return on equity, growth in earnings per share
and stock price appreciation. The target amount will be earned if 100% of
targeted goals are achieved. If targeted goals are not met or are exceeded, the
award will be reduced or increased proportionately. Awards are subject to
forfeiture if minimum established performance goals are not achieved or if a
participant terminates employment during the
9
<PAGE> 13
performance period. The dollar value of each unit awarded is determined at the
end of the measurement period with each unit's value being equal to the stock
price at the close of the measurement period plus dividends accrued over the
measurement period.
LONG-TERM INCENTIVE PLANS - AWARDS DURING YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Estimated Future Payouts Under Non-
Number of Performance Stock Price - Based Plans
Shares, or Other ------------------------------------------------
Units Period Until
or Other Maturation Threshold Target Maximum
Name Rights(1) or Payout (# of Units) (# of Units) (# of Units)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
C. B. Rogers, Jr. 50,000 12/31/97 25,000 50,000 75,000
D. W. McGlaughlin 30,000 12/31/97 15,000 30,000 45,000
Thomas F. Chapman 16,000 12/31/97 8,000 16,000 24,000
Derek V. Smith 16,000 12/31/97 8,000 16,000 24,000
D. F. Walsh 10,000 12/31/97 5,000 10,000 15,000
</TABLE>
(1) Figures shown reflect 2-for-1 stock split effective November 24, 1995.
PENSION PLANS
The following table shows the estimated pension benefits payable to a
covered participant at normal retirement age under the Company's qualified
defined benefit retirement plan ("Retirement Plan") and the Company's
non-qualified supplemental retirement plan, both described below, based
on remuneration that is covered under the plans and years of service with
the Company and its subsidiaries.
Pension Plan Table
<TABLE>
<CAPTION>
Years of Service
--------------------------------------------------------
Remuneration 15 20 25 30 35
- ------------ -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$ 200,000 120,000 120,000 120,000 120,000 120,000
$ 400,000 240,000 240,000 240,000 240,000 240,000
$ 600,000 360,000 360,000 360,000 360,000 360,000
$ 800,000 480,000 480,000 480,000 480,000 480,000
$1,000,000 600,000 600,000 600,000 600,000 600,000
$1,200,000 720,000 720,000 720,000 720,000 720,000
$1,400,000 840,000 840,000 840,000 840,000 840,000
$1,600,000 960,000 960,000 960,000 960,000 960,000
$1,800,000 1,080,000 1,080,000 1,080,000 1,080,000 1,080,000
$2,000,000 1,200,000 1,200,000 1,200,000 1,200,000 1,200,000
</TABLE>
10
<PAGE> 14
Benefits under the Retirement Plan are based upon length of service with the
Company and the participant's average total earnings (base salary and bonus as
reported in the Summary Compensation Table), up to a maximum of 125% of base
salary. This average is determined by reference to the thirty-six consecutive
months during which the participant was most highly compensated. Benefits are
computed on a straight life annuity basis.
Under the Company's Supplemental Executive Retirement Plan ("SERP"), certain
Executive Officers may receive annual benefits equal to 1.5% of average total
earnings, multiplied by the number of years of credited service (as defined in
the plan) up to 40 years; or, depending upon the Executive Officer's salary
classification, 3% of average total earnings multiplied by the number of years
of credited service, up to 20 years. Benefits payable from the SERP are net of
benefits from the Retirement Plan, without regard to the limitations of
Internal Revenue Code Sections 401(a) and 415. Participants may receive a
combined benefit amount under both plans equal to a maximum of 60% of their
average total earnings. The amount of each participant's benefit under the SERP
is calculated with reference to all salary and bonuses paid and deferred (as
reported in the Summary Compensation Table). The supplemental benefits are
payable from the assets of a trust established by the Company and the general
assets of the Company.
The benefit amounts listed in the table are not subject to reductions for
Social Security. Benefits payable under the plans may be reduced for Executive
Officers with less than 20 years of credited service in an amount equal to
benefits receivable from previous employers. The estimated years of service for
each named Executive Officer is as follows: C. B. Rogers, Jr. - 8 years (See
"Employment Agreements" below); D. W. McGlaughlin - 7 years (See "Employment
Agreements" below); T. F. Chapman - 6 years; D. V. Smith - 15 years; and D. F.
Walsh - 42 years.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Management Compensation Committee of the Company's Board of Directors
consists of three Directors: Tinsley H. Irvin (Chairman), L. Phillip Humann and
Larry L. Prince. For additional information concerning this Committee, see
"Management Compensation Committee" above.
The Executive Committee of the Company's Board of Directors consists of four
Directors: C. B. Rogers, Jr. (Chairman), D. W. McGlaughlin, John L. Clendenin,
and D. Raymond Riddle. The Executive Committee approves the salaries of all
Executive Officers of the Company (except members of the Executive Committee).
Mr. McGlaughlin has served as an Executive Officer of the Company since 1989.
Mr. Rogers served as an Executive Officer of the Company from 1987 until his
retirement on December 31, 1995.
Mr. Humann serves as an Executive Officer and Director of SunTrust Banks, Inc.
Mr. Prince serves as a Director of SunTrust Bank of Georgia and its subsidiary
SunTrust Bank, Atlanta. In 1995, the Company was indebted, in the ordinary
course of business, to SunTrust Bank, Atlanta with the highest amount of
indebtedness of $66,340,341 composed of $36,340,341 in long-term debt and
$30,000,000 in short-term debt. Rates of interest charged on this debt were
competitive with other lending institutions. Messrs. Riddle and McGlaughlin
serve as Directors of Wachovia Bank of Georgia, N.A., and its parent Wachovia
Corporation of Georgia. Mr. Clendenin is a Director of Wachovia Corporation,
the parent of Wachovia Corporation of Georgia. In 1995, the Company was
indebted, in the ordinary course of business, to Wachovia Bank of Georgia, N.A.
with the highest amount of indebtedness of $91,890,000 composed of $31,890,000
in long-term debt and $60,000,000 in short-term debt. Rates of interest
charged on this debt were competitive with other lending institutions. During
1995, Wachovia Bank of Georgia, N.A. and SunTrust Bank, Atlanta also
participated in a
11
<PAGE> 15
$450 million committed revolving credit facility which was replaced in August
1995 with a $550 million, five-year committed revolving credit facility which
is used by the Company for general corporate purposes. Rates of interest
charged under this facility are competitive with other lending institutions. In
1995, the Company borrowed $60,000,000 in short-term debt from Wachovia Bank of
Georgia, N.A. under the replacement revolving loan facility, which amount is
included in the short-term debt figure shown above.
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL AGREEMENTS
The Company currently has in effect an employment agreement with Mr.
McGlaughlin. This agreement provides for participation by Mr. McGlaughlin in
all employee benefit plans and the receipt of full executive benefits,
including participation in all executive incentive plans as well as a Change in
Control Agreement. Mr. McGlaughlin is entitled to retirement benefits, at age
63, equivalent to those provided to an Executive Officer with 20 years of
Company service.
Prior to his retirement on December 31, 1995, the Company had in effect with
Mr. Rogers an employment agreement which provided for Mr. Rogers' participation
in all employee benefit plans and the receipt of full executive benefits,
including participation in all executive incentive plans and a Change in
Control Agreement. This agreement, which terminated upon Mr. Rogers'
retirement, provides for retirement benefits based on 25 years of Company
service. The Board of Directors has authorized and the Company has executed a
Consulting Agreement, effective January 1, 1996, for Mr. Rogers to serve until
December 31, 1999, as an independent consultant, in order to retain and benefit
from his substantial expertise in the information industry. Mr. Rogers'
activities as consultant shall include advising the Company on matters
involving international expansion, government and community relations and
attraction of new customers and maintenance of existing customers, as well as
special projects assigned by the Chief Executive Officer or the Board of
Directors. Mr. Rogers' duties under this agreement are separate and distinct
from his duties as Chairman of the Board, and he has agreed to be available up
to 26 weeks per year. In return, Mr. Rogers will receive an annual payment of
$250,000, payable in equal monthly installments.
The Board of Directors of the Company has approved Change in Control Agreements
for certain key employees. Such agreements are currently in effect for Messrs.
McGlaughlin, Chapman and Smith. These Agreements are for renewable five-year
terms and are effective only upon a change in control of the Company. A "change
in control" is defined by the Agreements to mean the acquisition by an entity,
or a group of entities acting in concert, of more than fifty percent of the
shares of outstanding stock of any class of voting stock of the Company. In
such event, upon termination of the executive's employment, within five years
after the date of a change in control, the executive is entitled to severance
pay and certain other benefits, unless the executive's employment terminates
because of death, disability, cause, or for other than "good reason" (as
defined by the Agreements). The severance payment is a derivative of annual
compensation, multiplied by a factor of three. All benefits payable under the
Agreements are subject to reduction in accordance with the provisions of
Section 280G of the Internal Revenue Code. No payment will be made if a change
in control of the Company has not occurred before the executive reaches the age
of 65. No payments have been made to any Executive Officer under these
Agreements.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Executive Officer compensation is determined by two committees of the Company's
Board of Directors. The Management Compensation Committee ("Committee"),
composed solely of outside directors, is responsible for all decisions
regarding the Chief Executive Officer's and Chief Operating Officer's
compensation and for establishing and administering compensation policies
and incentive compensation plans for the Executive Officers of the Company.
The Executive Committee sets salaries for Executive Officers other than the
members of the Executive Committee, pursuant to guidelines prescribed by the
Committee. On an annual basis, the Committee reviews all decisions of the
Executive Committee with respect to Executive Officer salaries made during
the preceding twelve months.
12
<PAGE> 16
The Committee has set forth the following goals for the Executive Officer
compensation program to ensure that it relates to and supports the Company's
overall objective of enhancing shareholder value.
- - Total compensation opportunities should be market competitive to attract
and retain talented executives.
- - The compensation program should be performance-based, providing a strong
link between performance and rewards. A significant part of each
officer's total compensation opportunity should be in the form of
variable compensation, which is expected to vary from below market to
above market as performance varies. Additionally, the degree of risk
associated with variable pay should be greatest at the topmost levels of
the organization.
- - Compensation opportunities for Executive Officers should place a strong
emphasis on sustained long-term performance of the Company.
- - Stock ownership by Executive Officers is very important and the officer
compensation program should be designed to facilitate such ownership.
The Committee believes the Executive Officer compensation program should serve
to achieve these goals while minimizing any effect on the Company of Section
162(m) of the Internal Revenue Code. In recognition of this provision, the
Committee recommended, and the shareholders approved, amendments to the
Company's Omnibus Stock Incentive Plan in 1994. The Committee believes the
approval of these amendments assures that any compensation arising from stock
options under this Plan will continue to be classified as performance-based. In
1996, the Committee has proposed that the shareholders approve amendments to
the Company's Performance Share Plan to assure that any compensation arising
from awards under the Plan will continue to be performance-based compensation.
The Committee believes competitive compensation data from a broad sample of
companies, particularly those in the services industry and those reporting
annual revenues of $1 billion or more, represents the best reflection of the
market rate for executive talent. Although some companies are included in both
this group and the group used for shareholder return comparisons, the Committee
recognizes that the Company's most direct competition for executive talent is
not necessarily the same companies that are used for performance graph
purposes.
In administering the compensation program for Executive Officers, the Committee
establishes performance goals at the beginning of each performance period and
determines compensation earned on the basis of actual results achieved. As
accounting rules may require that the Company adjust actual operating earnings
to recognize and report the impact of extraordinary expense or revenue on
occasion, the Committee believes it should reserve sole discretion to take such
extraordinary items into account as they may impact the determination of any
incentive compensation amounts earned by Executive Officers. In addition, the
Committee reserves sole discretion to determine the impact other actions or
items may have on incentive compensation earned as these arise. In 1995, the
Company acquired all or part of several businesses to enhance future
profitability. The combined unplanned impact of these actions on 1995 operating
results resulted in a reduction in reported earnings. In light of the favorable
impact on operating results in 1996 and beyond which these actions are
anticipated to provide, these actions did not adversely affect the 1995
incentive compensation amounts approved for Executive Officers by the
Committee.
EXECUTIVE OFFICER COMPENSATION
Executive Officer compensation includes several principal elements: base
salary, annual incentive and long-term incentives. The Committee's objective is
to set salaries and target incentive opportunity levels at a median competitive
level and to assure that superior performance is rewarded with above-market
total compensation through the operation of the various incentive plans.
SALARY: The Committee believes that competitive salaries are important in
attracting and maintaining a high-quality executive team. Salary increases are
based on market-competitive salary increase budgets which are updated annually,
and on job performance and any new or additional responsibilities assumed by
Executive Officers. Merit salary reviews are normally scheduled at 13- to
15-month intervals for Executive Officers.
The Chief Executive Officer, Mr. Rogers, received a base salary adjustment of
3.8% in March, 1995. On an annual basis, this is equivalent to an increase of
3.5%, as the time between increases was 13 months. The Committee considered
13
<PAGE> 17
the excellent financial results reported for the Company under his leadership
in 1994 and his outstanding job performance with respect to goals established
for him by the Committee in January 1994. Competitive salary levels reported
for other companies (particularly those reporting annual sales or revenues of
$1-3 billion) were also reviewed by the Committee, and a new salary at the
median competitive level was approved.
ANNUAL INCENTIVE: For annual incentive purposes, performance is measured in
terms of annual corporate, business unit and individual performance in a manner
consistent with each Executive Officer's position. Performance objectives are
established at the beginning of each year and are based upon financial plans
approved by the Board. In the case of financial objectives, a minimum or
threshold level of performance is established, and no incentive is payable
below this level of performance. Also, levels of performance are established
which correspond to target and maximum incentive awards. The target incentive
opportunity has generally corresponded to the Company's annual financial plan
approved by the Board.
For 1995, the Committee approved a plan which emphasized after-tax profit minus
the cost of capital employed as the primary performance measurement factor.
Also, the Committee recognizes the significant interest in earnings per share
as an indicator of the Company's performance. Consequently, it established for
1995, in addition to the measurement of profitability net of the cost of
capital employed, a minimum earnings per share growth level which must be
achieved in order for participants to earn an incentive at or above the
incentive threshold level.
In 1995, the Company's after-tax profit minus the cost of capital employed was
the primary basis for determining annual incentive awards earned by Messrs.
Rogers and McGlaughlin. For other Executive Officers, a 30% weighting on
corporate financial results was applied in determining the awards for Messrs.
Chapman and Smith and a 50% weighting on corporate financial results was
applicable for Mr. Walsh. Business unit measurement emphasized individual
financial results for the appropriate business units. Also, certain
non-financial goals were established and considered for each participant.
Prior to 1994, annual incentive awards were paid in cash or could be deferred
at the election of the individual Executive Officer. Beginning in 1994, the
Committee implemented a maximum amount which would be paid in cash. Incentives
earned above this maximum are awarded as restricted stock, with vesting at the
end of five years. The Committee believes this provides an excellent vehicle
for expanding stock ownership of Executive Officers and that such an immediate
identification with shareholder interests will serve to further emphasize the
officer's commitment to the sustained long-term performance of the Company.
Mr. Rogers' target annual incentive opportunity during 1995 was 60% of his base
salary, with a maximum opportunity of 180%. His plan provided that the
Company's after-tax profit minus the cost of capital employed for 1995 would
represent an 80% weighting and that his achievement of certain personal goals
would represent a 20% weighting. His earned award for 1995 was 94% of salary.
In accordance with the restricted stock payment alternative for annual
incentives described in this report, Mr. Rogers elected to receive a restricted
stock grant in lieu of cash payment for the full amount of his 1995 annual
incentive award. This provided an immediate expansion of Mr. Rogers' stock
ownership in the amount of 32,636 shares, although these shares remain in an
escrow account subject to his fulfilling specified continued service
obligations.
PERFORMANCE SHARES: Executive Officers participate in a performance share plan,
with awards earned primarily on the basis of three-year earnings per share
growth (for measurement periods commencing prior to 1996). In addition, a
minimum level of return on equity is required and a specified stock price
appreciation goal must be achieved in order to earn an award above a certain
amount. Award levels are established such that a target performance share award
combined with stock option grants approximate a median long-term incentive
competitiveness level. Award amounts increase and decrease in value directly
with stock price over the performance period.
The value of performance share awards earned will be determined by the
Company's stock price at the end of the measurement period. Awards earned are
paid out at least one-half in Company common stock, which is consistent with
the Committee's objective with respect to officer stock ownership.
14
<PAGE> 18
Mr. Rogers and the other Executive Officers earned a payment of performance
share units for Company performance during the period 1993 through 1995. The
earned award was paid in shares of Company common stock and cash, and
represented a payout of the maximum opportunity available under the award.
Company performance during the period exceeded the established minimum return
on equity and the stock price appreciation goal for the Plan also was exceeded.
Mr. Rogers received a performance share unit award for the performance period
1995 through 1997, according to the criteria described above.
STOCK OPTIONS: In recent years, the Company has granted stock options to
Executive Officers on an annual basis, with competitive grant sizes determined
accordingly. Neither the number of outstanding options held by an officer nor
the total options previously granted will have a direct effect upon decisions
regarding eligibility for or the size of current grants. Stock options are
granted to motivate Executive Officers to contribute to an increase in the
value of the Company rather than being utilized as a specific award for past
personal performance. Additionally, the past performance of the Company will
not directly affect option grant determinations, except to the extent the
Company's historical stock price and dividend performance may be considered in
the grant valuation models utilized by independent compensation consultants to
the Company. Grant sizes are based on the Executive Officer's level of
responsibility and his corresponding potential contribution to the Company's
growth and profitability. All options granted through 1995 have exercise prices
equal to the market price of the Company's stock on the date of grant. Thus,
Executive Officers will only benefit if the Company's stock price increases
above the exercise price. Mr. Rogers and the other Executive Officers were
granted stock options during 1995, based on these criteria.
RESTRICTED STOCK: In 1993, the Committee introduced an application of
restricted stock to significantly enhance the fulfillment of the established
officer compensation philosophy, particularly with respect to retention and the
alignment of the interests of Executive Officers and the Company's
shareholders. Executive Officers are provided a choice of receiving any annual
incentive earned in the form of a cash payment or a restricted stock grant. As
a consequence of this grant approach, any prior restricted stock grant would
have no bearing upon the approval of the new award. The restricted stock vests
at the conclusion of five years of continued service. In recognition of the
substantial risk assumed by the executive in terms of forfeiture of such
restricted shares, as well as the associated market risk and deferral of
economic benefits of current cash compensation, the Committee provided an
incentive to encourage voluntary deferrals into stock. An incremental amount of
stock equivalent to 20% of the cash award earned was determined to be an
appropriate incentive for this purpose. In 1993, 1994 and 1995, at least
one-half of the Executive Officers voluntarily elected restricted stock grants
in lieu of cash incentive payments.
As described previously in the discussion of Annual Incentives, the Committee
added mandatory restricted stock grants as a form of award for annual
incentives earned above an established amount in 1994. No Executive Officers
earned incentives above this amount for 1995. The voluntary deferrals into
restricted stock of 1995 incentives resulted in immediate additional Company
stock ownership of 46,274 shares awarded to four of the Company's Executive
Officers.
The Committee also approved additional restricted stock awards in 1995 to Mr.
Rogers and six other Executive Officers. No part of these awards will vest
prior to December 31, 1998, and they will remain subject to forfeiture if the
designated continued service requirements are not satisfied. Although not a
normal part of the compensation of an Executive Officer, these special awards,
which were determined in the discretion of the Committee, are considered an
important element in the Company's overall executive compensation program. The
Committee recognizes the importance of retaining key executives during a senior
management transition period within the Company, particularly in light of
current competitive environment for talented information industry executives.
In addition to supporting such retention objectives, these awards will
immediately increase the stock ownership of these executives and provide
greater alignment of the interests of key executives and the Company's
shareholders. An additional incentive to increase the price of the Company's
stock was incorporated by the Committee in approving these stock awards.
Provided an established goal for stock price appreciation is achieved for at
least 20 consecutive business days within the vesting period, each executive
will be eligible to earn an amount in the form of a corresponding cash
incentive which is determined as a percentage of the value of the stock at the
time of vesting. The Committee believes this provision will both provide an
additional incentive to increase shareholder value, and it will enable an
executive to satisfy income tax obligations associated with the value of any
vested shares, without the necessity to liquidate a part of the executive's
share ownership.
15
<PAGE> 19
To the extent the above report pertains to the setting of salaries for
Executive Officers other than the Chief Executive Officer and the Chief
Operating Officer, it is jointly submitted by the Executive Committee.
<TABLE>
<CAPTION>
Management Compensation Committee Executive Committee
<S> <C>
T. H. Irvin, Chairman C. B. Rogers, Jr., Chairman
L. P. Humann J. L. Clendenin
L. L. Prince D. W. McGlaughlin
D. R. Riddle
</TABLE>
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the cumulative
total return (including dividends) from $100 invested in the Company's common
stock over the five fiscal years in the period ending December 31, 1995, with
cumulative total returns from the same investment in both the S&P 500 Index and
the Dow Jones Industrial and Commercial Services - General Index published by
Dow Jones and Company, Inc. The comparison is based on a $100 investment on
December 31, 1990, in the Company's common stock and in each of the specified
indices and assumes all dividends were reinvested.
Cumulative Total Return
--------------------------------------------------
12/90 12/91 12/92 12/93 12/94 12/95
Equifax Inc. 100 101 135 183 181 299
S&P 500 100 130 140 155 157 215
D J IND & COMM SRVC-GENL 100 125 142 149 144 184
DIRECTOR COMPENSATION
Each Director of the Company who is not an employee of the Company is paid a
fee of $1,000 for attendance at any meeting of the Board of Directors. Each
such Director who is a member of a committee elected or appointed by the Board
of Directors receives a fee of $1,000 for each regular meeting of the committee
attended. Additionally, the Chairman of the Board of Directors, provided such
person is not an employee of the Company, receives a fee of $7,500 per quarter
for services as a Director. Each non-employee Director, other than the Chairman
of the Board, receives a fee of $5,000 per quarter for services as a Director.
Non-employee Directors receive an additional $1,000 per quarter if a member of
the Executive Committee or if Chairman of any other Committee other than the
Executive Committee. The Chairman of the Executive Committee, provided such
person is not an employee of the Company, receives a fee of $4,000 per quarter.
Non-employee Directors are eligible for participation in the Company's Deferred
Compensation Plan (the "Plan") whereby each non-employee Director may elect to
defer up to 100% of earned Director fees into, and are credited with amounts
based on, one or more of the following accounts: (a) the market value of and
dividends on the Company's common shares ("common share equivalents"), or (b)
the prime lending rate (determined the first day of each month) as reported in
the Wall Street Journal. Funds invested in common share equivalents may be
redeemed only for cash on
16
<PAGE> 20
a fixed date or upon termination of service as a Director. Annual elections by
a non-employee Director with respect to common share equivalents are
irrevocable and transfers of funds into or out of this account, as well as
hardship withdrawals, are not permitted. No Director has voting or investment
powers in common share equivalents. The approximate number of common share
equivalents held by Directors, as of December 31, 1995, is as follows: T. H.
Irvin - 2,843 units, L. P. Humann - 2,488 units, B. L. Siegel - 1,157 units, L.
L. Prince - 2,553 units, L. W. Sullivan - 312 units and R. D. Barbaro - 308
units.
Non-employee Directors each receive 2,000 non-qualified stock options once each
year at the regularly scheduled Annual Meeting of Shareholders pursuant to the
Equifax Inc. Non-Employee Director Stock Option Plan. The Plan provided
originally that no more than 150,000 shares were issuable under this Plan.
Effective November 24, 1995, the Company's common stock was split on a 2-for-1
basis. To reflect this stock split, all stock options then outstanding, as well
as the number of options to be awarded each year to each non-employee Director,
and the remaining shares to be issued under this Plan also were split on a
2-for-1 basis. All option awards become 100% vested one year after date of
grant and expire five years after date of grant. The option exercise price for
each share of stock is the greater of (i) the par value of a share of stock, or
(ii) the fair market value of a share of stock on the date the option is
granted. Payment of the option price upon the exercise of an option may be made
only in cash. All options granted under this Plan are non-transferable other
than by will, the laws of descent and distribution or pursuant to a qualified
domestic relations order. This Plan will expire April 30, 2005.
APPROVAL OF THE AMENDED
EQUIFAX INC. 1988 PERFORMANCE SHARE PLAN FOR OFFICERS
(PROXY ITEM NO. 2)
In 1988, the shareholders approved the Equifax Inc. 1988 Performance Share Plan
for Officers (the "Plan"), a stock-based incentive compensation plan under
which the Company may grant performance share units to officers of the Company
and its subsidiaries. The Plan was later amended by the Executive Committee
and the Board of Directors, respectively, on March 18, 1992 and January 25,
1995, to provide for the establishment of performance goals, in addition to
aggregate earnings per share and return on equity, as the Management
Compensation Committee deemed appropriate and to extend the time until January
31, 2000, for which awards may be made under the Plan.
The Board of Directors believes that the continued success of the Company
depends on its ability to attract, retain and motivate key employees.
Accordingly the Management Compensation Committee of the Board of Directors
(the "Committee") has reviewed the Plan and has recommended to the Board
that certain key amendments, described below, be made to the Plan. These
amendments are proposed in order to (a) more closely link the Company's
performance with rewards paid under the Plan, and (b) to allow payments by
the Company under the Plan, as amended, to be deductible under current
Internal Revenue Code provisions.
In order for the proposed amendments to become effective and in order for
payment of incentive awards made under the Plan to be fully deductible to the
Company under Section 162(m) of the current Internal Revenue Code, the
Plan, as amended, must be approved by the Company's shareholders.
The principal features of the Plan are described below. The full text of
the Plan, which includes the proposed amendments, is annexed hereto as
Exhibit A and should be referred to for a complete description of its
provisions.
GENERALLY. The Plan provides for the grant of performance share units
("share units") to elected officers and other key officers of the Company.
Awards under the Plan were made in January 1996 to the named executive
officers, subject to shareholder approval of the proposed amendments described
below. In the event shareholder approval of the Plan, as amended, is not
obtained, said awards to the named executive officers will be canceled.
ADMINISTRATION. The Plan vests broad powers in the Committee to administer
and interpret the Plan. The Committee shall consist of members of the
Company's Board of Directors who are considered outside and disinterested for
purposes of the Internal Revenue Code and the Securities Exchange Act of 1934.
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The Committee's powers include authority, within the limitations set forth in
the Plan, to select the persons to be granted awards, to determine the size
(subject to certain limitations in the event the proposed amendments are
adopted) and the time when awards will be granted and any conditions for
receiving awards, to establish objectives and conditions for earning awards, to
determine when such conditions have been met and whether payment of an award
will be made at the end of a measurement period, or to determine whether a
payment of an award shall be reduced, but not increased, or eliminated. The
Plan currently contains no restriction of the number of share units that can be
awarded in any calendar year. Upon adoption of the proposed amendments, the
maximum number of share units that can be awarded to any individual during a
calendar year will be 100,000 share units.
ELIGIBILITY. Key officers of Equifax Inc. and its divisions, subsidiaries and
affiliates are eligible to be granted awards under the Plan. Key officers of
Equifax Inc. and its divisions and subsidiaries, a group now consisting of
approximately sixty-five persons, including Equifax Inc.'s Chief Executive
Officer and other executive officers, have been or will be granted awards under
the Plan. Because the number of executives may change and because the
selection of additional participants is discretionary, it is impossible to
determine the exact number of persons who will be eligible for awards under the
Plan during its term.
SHARE UNITS. A share unit represents the right to receive one share of the
Company's common stock, plus cash equal to the dividends paid on said share of
stock from the date of the share unit award, without payments of any amount to
the Company, provided specified performance measures are achieved during a
three-year measurement period. Currently, such performance measures are
determined by the Company's aggregate earnings per share ("EPS"), aggregate
return on equity and other performance measures as may be established by the
Committee. The Company proposes amending the Plan by adding two new performance
measures, "Economic Value Added"(1) and stock price appreciation. "Economic
Value Added" is defined, for a particular fiscal year, as the Company's
operating income after taxes, subject to certain adjustments as set forth in the
Plan, less the capital charge for using the capital that is needed to generate
the Company's after tax operating income. Stock price appreciation is the
increase in value of the Company's Common Stock as determined by the closing
price of the common stock on the New York Stock Exchange on any given date. Upon
approval of the proposed amendments, the Committee may, in selecting a
performance measure, select one of the above measures or a combination thereof.
The measurement period for share units shall be a three-year period, commencing
at the beginning of the fiscal year in which a grant is made. The Committee
shall establish measurement targets to be obtained by the Company within each
three-year period. In calculating earnings for the purpose of certifying that a
performance target has been achieved, the Committee will exclude significant
unusual charges or income, including gains and losses resulting from
divestitures, currency fluctuations or changes in accounting, which are
distortive of results year over year either on a segment or consolidated basis.
"Significant unusual" items are items which are unusual as to their frequency or
as to their size, as defined under generally accepted accounting principals. In
addition, the Committee will adjust the calculation to exclude the effect on EPS
of changes in the Internal Revenue Code or other tax laws, or the regulations
relating thereto.
Attainment of the primary target will result in 100% of share unit value being
paid, and no payment will be made if a minimum target is not achieved.
Attainment of performance above or below the primary target will result in a
proportionate increase or decrease in payment of the share units value.
Payment of a share unit award will be made upon a determination by the
Committee that the Company has achieved established measurement goals for the
three-year period. Upon adoption of the proposed amendments, the Committee
shall have the discretion to reduce some or all of an award even though an
established target is attained. Payment of share units shall be made in shares
of common stock, plus cash representing dividends; provided, however, a
participant may notify the Committee of a preference to surrender up to one
half of the stock he or she is entitled to receive, and in lieu thereof,
receive an amount in cash representing the fair market value of the stock
surrendered. The Committee may, in its sole discretion, approve or disapprove
such preference. The "fair market value" of shares of the Company's common
stock is currently deemed to be the closing sale price thereof on the New York
Stock Exchange on the last business day of a measurement period. Upon adoption
of the proposed amendments, the "fair market value" of shares shall be the
closing sale price thereof on the New York Stock Exchange on the day the share
unit payouts are approved by the Committee.
(1) "Economic Value Added" is a registered trademark of Stern Stewart & Co.
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SHARES OF STOCK SUBJECT TO THE PLAN. As originally adopted, the total number of
shares of common stock issuable under the Plan could not exceed 600,000
shares. However, the Plan provides that in the event of any change in the
Company's outstanding common stock by reason of a stock split, stock dividend,
merger or similar events, such equitable adjustment shall be made in the
Plan and awards as deemed necessary by the Committee. In November 1989, the
Company effected a 100% stock dividend, and in November 1995, the Company
effected a 2-for-1 stock split. After adjustment for these events, a total
of 1,145,935 common shares have already been distributed under the Plan,
leaving 1,254,065 shares available for issuance thereunder.
ASSIGNMENT. No award under the Plan shall be assignable or transferrable.
DEATH, DISABILITY, RETIREMENT OR CHANGE IN CONTROL. Generally, in the event of
the death, disability or retirement of a holder of share units, such units
shall be payable at the end of the measurement period in proportion to the
service of the employee during such period. Generally, if any participant shall
cease to be employed for any reason other than death, disability or
retirement, prior to the end of a measurement period the participant's rights
to any share unit award shall terminate. Notwithstanding these provisions, in
the event of a change in control of the Company, a participant is entitled to
receive, in lieu of the cash and stock represented by the share unit, an amount
in cash equal to the fair market value of the stock, plus any cash said
participant would have received in the absence of a change in control. Such
payment shall be made within 60 days following the end of the applicable
measurement period. "Fair Market Value" is the highest price at which the
common stock of the Company traded on the New York Stock Exchange during the 3
months immediately prior to such change in control.
AMENDMENT AND TERMINATION. The Committee may amend, suspend or terminate the
Plan so long as such action does not adversely effect any rights or obligations
with respect to share unit awards already outstanding under the Plan. Unless
approved by the shareholders, no amendment of the Plan may increase the
maximum number of shares which can be delivered under the Plan. No awards of
share units may be made under the Plan after January 31, 2000.
FEDERAL TAX CONSEQUENCES. Under the Internal Revenue Code as presently in
effect, a grant under the Plan of share units will have no federal income
tax consequence. The payment of share units, whether paid in shares of common
stock, or a combination of common stock and cash, is taxable to a participant
as ordinary income. All amounts taxable to employees under the Plan in
respect of share units generally are deductible by the Company as compensation.
Upon a sale of common stock acquired under the Plan, the participants realize
long or short-term gain or loss, and the Company receives no further deduction.
Approval of the Plan, as amended, requires the affirmative vote of a majority
of the Company's outstanding shares voted at the meeting at which a quorum is
present. A quorum exists if one-half of all shares of the capital stock of the
Company entitled to vote at the meeting are present, either in person or
represented by proxy. Abstentions and broker non-votes are each included in
determining the number of shares present and voting with each being tabulated
separately. Abstentions are counted in tabulations of votes for passage of
this proposal. Broker non-votes are counted as abstentions.
The Board of Directors recommends a Vote FOR Proxy Item No. 2.
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PROXY ITEM NOS. 3 THROUGH 6
TO AMEND AND RESTATE THE
ARTICLES OF INCORPORATION
The Board of Directors has approved the amendment and restatement of
the Articles of Incorporation of the Company in the form attached hereto as
Exhibit B (the "Restated Articles") and recommended that the Company's
shareholders consider and adopt the Restated Articles at the Annual Meeting of
Shareholders. The current Articles of Incorporation (the "Articles") of the
Company were last restated in full in 1931. Since that time, the Articles as
well as the applicable corporate law provisions have been amended numerous
times. The proposed Restated Articles will modernize the Company's current
Articles by taking advantage of the most recent provisions of the current
Georgia Business Corporation Code (the "Georgia Code") and by deleting
provisions of the current Articles which are unnecessary, ineffective or
otherwise inappropriate as a result of revisions to applicable law since 1931.
If Proxy Item Nos. 3 through 6 are approved, the Restated Articles will become
effective upon filing of the Articles of Restatement with the Secretary of
State of the State of Georgia. Proxy Item Nos. 3 through 6 are primarily
intended to modernize the Articles generally and to enhance the flexibility of
the Company to respond in a timely fashion to opportunities in the capital
markets as they arise. Although the Restated Articles are not proposed for the
purpose of discouraging or rendering unsolicited takeover attempts more
difficult, certain provisions of the Restated Articles could be deemed to have
a potential anti-takeover effect.
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APPROVAL OF AMENDED AND RESTATED
ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED COMMON STOCK
(PROXY ITEM NO. 3)
The Board of Directors of the Company has adopted a resolution unanimously
approving and recommending to the Company's shareholders for their approval an
amendment to the current Restated Articles of Incorporation of the Company (the
"Articles") increasing the authorized Common Stock of the Company from
250,000,000 to 300,000,000 shares.
The Company's current Articles provide that the Company is authorized to issue
up to 250,000,000 shares of Common Stock. Approximately 169,000,000 Common
Shares are currently issued and approximately 6,000,000 additional Common
Shares are estimated to be reserved for issuance in connection with the
Company's employee benefit plans. Accordingly, approximately 75,000,000
authorized but unissued and unreserved Common Stock are available for general
use by the Company on an unrestricted basis. The proposed amendment would
increase the authorized Common Stock of the Company from 250,000,000 shares to
300,000,000 shares.
The Board of Directors recommends the increase in authorized Common Stock to
enable the Company to have additional shares available for issuance in
connection with future acquisitions, public or private offerings, conversions
of convertible securities, employee benefit plans, stock splits effected in the
form of stock dividends, and other general corporate purposes. Increasing the
authorized Common Stock will give the Company greater flexibility and will
allow the Company to issue additional Common Stock for the purposes described
above, subject to the requirements of the New York Stock Exchange.
The Company has no current plans, agreements or arrangements for the issuance
of additional Common Stock, other than the issuance of shares pursuant to its
stock option and other employee benefit plans.
The additional authorized shares of Common Stock would also be available for
issuance (subject to further shareholder approval if required by law or stock
exchange rules as noted above) at such times and for such proper corporate
purposes as the Board of Directors may approve, including possible future
financing and acquisition transactions. Depending upon the nature and terms
thereof, such transactions could enable the Board to render more difficult
an attempt by a third party to obtain control of the Company. For
example, the issuance of shares of Common Stock in a public or private sale,
merger, or similar transaction would increase the number of the Company's
outstanding shares, thereby diluting the interest of a party seeking to acquire
control of the Company.
The affirmative vote of the holders of a majority of the outstanding shares of
Common Stock is needed for the approval of this proposal. Abstentions and
broker non-votes will have the same effect as a vote against the proposal.
The Board of Directors Recommends a Vote FOR Proxy Item No. 3.
APPROVAL OF AMENDED AND RESTATED
ARTICLES OF INCORPORATION
TO AUTHORIZE "BLANK CHECK" PREFERRED STOCK
(PROXY ITEM NO. 4)
The Board of Directors of the Company has adopted a resolution unanimously
approving and recommending to the Company's shareholders for their approval, an
amendment to the current Articles to authorize 10,000,000 shares of "blank
check" preferred stock (the "Preferred Stock"), issuable in one or more series.
The term "blank check" preferred stock refers to stock for which the
designations, preferences, conversion rights, cumulative, relative,
participating, optional or other rights, including voting rights (subject to
the limitations described below), qualifications, limitations or restrictions
thereof (collectively, the "Designations") are determined by the board of
directors of a company.
The Articles of the Company currently authorize 50,000 shares of Class A
Preferred Stock without par value. The current Articles provide that the
maximum capital stock of the Company shall be 250,000,000 shares of Common
Stock and 50,000 shares of Class A Preferred Stock.
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The preferences, rights and terms of the Class A Preferred Stock are
expressly set forth in Article 8, which does not provide any flexibility to
modify the terms and conditions of the Class A Preferred Stock. None of the
Class A Stock has been outstanding since December 31, 1958. The Board of
Directors has recommended the authorization of new modern "blank check"
preferred stock because it is highly unlikely that the Company would use the
existing Class A Preferred Stock for corporate financing or other purposes in
view of the fixed and outdated terms of the Class A Preferred Stock.
Management believes that the lack of flexible modern "blank check" Preferred
Stock greatly reduces the ability of the Company to utilize preferred stock in
response to rapidly developing acquisition and corporate financing
opportunities. Upon adoption of modern "blank check" provisions, the Class A
Preferred Stock would remain authorized, but the Company does not intend to
issue any Class A Preferred Stock.
Under the proposed amendment, the Board could authorize the issuance, at any
time or from time to time, of one or more series of Preferred Stock
subject to further shareholder approval if required by law or stock exchange
rules as noted above. In addition, the board would determine all designations,
relative rights, preferences, and limitations of such stock including but not
limited to the following: designation of series and numbers of shares; dividend
rights; rights upon liquidation or distribution of assets of the Company;
conversion or exchange rights; redemption provisions; sinking fund provisions;
voting rights, provided that the holders of shares of Preferred Stock will not
be entitled to more than one vote per share. No holder of shares of the
Company will have any preemptive rights to acquire any securities of the
Company.
The Board of Directors is required to make any determination to issue shares of
Common Stock or Preferred Stock based on its judgment as to the best interests
of the shareholders and the Company. The Board of Directors could issue shares
of Preferred Stock that could, depending on the terms of such series, make more
difficult an attempt to obtain control of the Company by merger, tender offer,
proxy contest or other means, although the Board of Directors has
no intention of doing so and has limited the voting power of thePreferred Stock
to one vote per share to reduce such an effect. Even though voting rights of
preferred stock are limited as described above, the issuance of Preferred
Stock could have the effect of discouraging unsolicited takeover attempts.
While the Company may consider effecting an equity offering of Common or
Preferred Stock or otherwise issuing such stock in the future for purposes of
raising additional capital or acquisitions, the Company, as of the date hereof,
has no agreements or understandings with any third party to effect any such
offering or acquisition, or to purchase any shares offered in connection
therewith, or to vote any such shares, and no assurances are given that any
offering will in fact be effected or that an acquisition pursuant to which such
shares may be issued will be proposed and consummated. Therefore, the terms of
any Preferred Stock subject to this proposal cannot be stated or estimated with
respect to any or all of the securities authorized.
The affirmative vote of the holders of a majority of the outstanding shares of
Common Stock is needed for approval of this proposal. Abstentions and broker
non-votes will have the same effect as a vote against the proposal.
The Board of Directors Recommends a Vote FOR Proxy Item No. 4.
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APPROVAL OF AMENDED AND RESTATED
ARTICLES OF INCORPORATION
TO ADOPT THE MINIMUM SHAREHOLDER VOTE
REQUIRED UNDER CURRENT STATE OF GEORGIA LAW
(PROXY ITEM NO. 5)
The Georgia Code provides that shareholder approval of mergers, mandatory share
exchanges and amendments to the articles of incorporation generally require the
approval of a majority of the votes entitled to be cast, unless the articles of
incorporation provide otherwise. The Company's current Articles require the
approval of the holders of two-thirds of the outstanding Common Stock to
approve amendments to the Articles of Incorporation and mergers. The Board
has adopted a resolution unanimously approving and recommending to the
Company's shareholders an amendment to the current Articles conforming the
minimum vote required for shareholder action to the current provisions of the
Georgia Code, except for certain amendments relating to the Board of Directors.
If Proxy Item No. 5 is approved, shareholder approval of amendments to the
Articles of Incorporation (except as noted below), mergers and mandatory share
exchanges would require the affirmative vote of a majority of the votes
entitled to be cast, rather than two-thirds of the outstanding Common Stock as
currently required.
The Board is recommending the approval of several amendments to the Articles
which currently require the affirmative vote of the holders of at least
two-thirds of the outstanding Common Stock. Although the Company has never
failed to obtain the two-thirds vote required to amend its Articles in
connection with any proposal by the Board of Directors in the past, the Board
believes that the lesser affirmative vote requirement for amending the Articles
would reduce the costs of future proxy solicitations and offer the Company and
its shareholders greater flexibility and ease in taking advantage of current
corporate developments which may be in the best interests of the Company and
its shareholders.
The proposed Restated Articles contain provisions relating to the authority and
structure of the Board of Directors substantially similar to the provisions
currently contained in the Company's Articles of Incorporation and By-laws,
with several minor revisions described in Proxy Item No. 6. Consistent with the
current Articles, amendments to the provisions of the Restated Articles
relating to the Board of Directors or shareholder adoption of By-laws with
respect thereto would continue to require the approval of two-thirds of the
outstanding Common Stock, notwithstanding the approval of Proxy Item No. 6,
unless such amendments were approved by two-thirds of the Board of Directors.
The Company has no plans and is not aware of any plans or intent of any person
or entity regarding a merger or business combination involving the Company. The
proposed amendment generally enhances the ability of shareholders to take
corporate action on mergers involving the Company by eliminating the existing
two-thirds supermajority vote required for mergers.
The affirmative vote of the holders of at least two-thirds of the outstanding
shares of Common Stock is needed for approval of this proposal. Abstentions and
broker non-votes will have the same effect as a vote against the proposal.
The Board of Directors Recommends a Vote FOR Proxy Item No. 5.
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APPROVAL OF AMENDED AND RESTATED
ARTICLES OF INCORPORATION
TO MODERNIZE AND CONFORM TO CURRENT STATE OF GEORGIA LAW
(PROXY ITEM NO. 6)
The Board of Directors adopted all of the foregoing amendments as part of a
complete restatement of the Company's Articles of Incorporation. From time to
time the Company is required to deliver copies of its Restated Articles of
Incorporation, as amended, to governmental and private entities in connection
with its business activities. The total number of pages of the Company's
current Articles, which have been amended several times since 1931, exceeds 75
pages. By deleting ineffective and unnecessary provisions, the proposed
Restated Articles will update the Company's current Articles to be consistent
with the Georgia Code as well as eliminate the number of separate documents
which are now required.
As noted above, the Georgia Code has been revised extensively since the last
time the Company's Articles of Incorporation were restated in full. As of
result of these revisions, many of the provisions of the current Articles are
unnecessary, ineffective or otherwise inappropriate under modern law. For
example, the modern Georgia Code provides that every corporation has a
perpetual duration and may engage in any lawful business unless its articles
provide otherwise. Accordingly, lengthy provisions in the articles of
incorporation limiting the duration of a corporation and specifying the nature
of the business to be conducted are no longer necessary. The proposed Restated
Articles incorporate a number of these types of changes, including the
following.
Article 1, Object of the Corporation. This provision is no longer
required by the Georgia Code and has been deleted.
Articles 2, 3, 5, 7 and 12, Nature of Business and Corporate Powers. The
Georgia Code sets forth all the powers and authority of a corporation,
unless the articles specifically provide for more limited power and
authority, and therefore, these provisions have been deleted.
Article 4, Principal Place of Business. This provision is no longer
required by the Georgia Code and has been deleted.
Article 10, Preemptive Rights. The Georgia Code provides that
shareholders do not have preemptive rights except to the extent the
articles of incorporation so provide, and therefore, the provision
expressly denying preemptive rights has been deleted.
Article 14, Inspection of Company Records. Eliminating inspection rights
for shareholders owning less than five percent of the outstanding Common
Stock is inconsistent with the current Georgia Code and has been deleted.
Article 15, Duration of the Company. The Georgia Code provides for
perpetual duration unless the Articles provide otherwise, and therefore
this provision has been deleted.
In addition to the foregoing provisions, the Restated Articles include the
provisions listed below which are intended to update the Company's current
Articles to be consistent with the current Georgia Code:
LIMITATION OF LIABILITY OF DIRECTORS
In 1987, the Code was amended to permit a Georgia corporation to include in its
articles of incorporation a provision that limits or eliminates, with certain
exceptions, a director's personal liability for monetary damages resulting from
a breach of his or her fiduciary duty of care to the corporation. Proposed
Article V to the Company's Restated Articles eliminates, to the maximum extent
permitted by the Code, a director's liability to the Company and its
shareholders for monetary damages for breach of his or her fiduciary duty of
care or other duty as a director by reason of any act or omission occurring
after Article V becomes effective. Article V does not, however, eliminate or
limit a director's liability for (i) any appropriation in violation of his or
her duties, of any business opportunity of the Company, (ii) any act or
omission involving intentional misconduct or a knowing violation of law, (iii)
the payment of unlawful dividends, stock repurchases, or redemptions or other
distributions, or (iv) a transaction in which the director receives an improper
personal benefit. Furthermore, it does not limit liability for claims against a
director arising out of his or her role as an officer or in any other capacity,
nor does it affect the director's responsibilities under the federal securities
laws or any other law. Because the Directors may have a beneficial financial
interest in this proposal, they may be deemed to have a conflict of interest in
recommending it to the shareholders.
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The Board of Directors believes that the diligence exercised by directors
arises primarily from their desire to act in the best interests of the
corporation and not from fear of monetary damage awards. The Board also
believes, however, that effective corporate governance is hindered by the
threat of personal liability for business judgments made in good faith by
directors and the threat of lawsuits seeking to establish liability for good
faith business judgments. Consequently, the Board believes that the
elimination of liability provided by Article V will not affect the level of
scrutiny and care exercised by directors, but will instead serve the Company's
best interests by enhancing its ability to attract and retain qualified
non-employee directors. The measures limiting the liability of directors are
not being proposed in response to any specific resignation, threat of
resignation, or refusal to serve by any present or potential member of the
Board of Directors. The Company intends to continue to provide liability
insurance for its directors and officers, to the extent such insurance is
available to the Company on satisfactory terms, regardless of whether the
shareholders approve this Proposal. Article V will effectively eliminate a
potential cause of action against a director of the Company for damages for an
alleged violation of the director's fiduciary duty to the Company. Management
is not aware of any presently pending or threatened lawsuits to which Article
V would apply if it were currently in effect.
INDEMNIFICATION OF DIRECTORS AND OTHERS
The Code allows a Georgia corporation to include in its articles of
incorporation, by-laws or agreements between the corporation and its directors,
officers and employees, provisions expanding the rights to indemnification
beyond that otherwise provided by the Code. The Code provides a detailed
statutory framework covering indemnification of officers, directors or other
agents of the corporation ("Indemnified Parties") who have been or are
threatened to be made parties to any legal proceeding by reason of their
service to a corporation. Under Georgia law, indemnification must be made to
Indemnified Parties who have been successful "on the merits or otherwise" with
respect to the defense of any such proceeding, but Georgia law does not require
indemnification in any other circumstance. The Company may not, however,
indemnify persons who acted in a manner that they did not believe in good faith
to be in or not opposed to the best interests of the Company, or with respect
to any criminal proceeding, that they had reasonable cause to believe was
unlawful. The Code permits a corporation to advance expenses incurred in
defending such a proceeding if the Indemnified Party undertakes to repay such
sums in the event it is later determined that he or she should not have been
indemnified.
The Board of Directors believes it is appropriate to provide mandatory
indemnification to its officers and directors in response to the increasing
hazard of unfounded litigation directed against directors and officers and its
related expense and the Company's potential liability to continue to attract
and retain qualified directors and officers in light of these circumstances.
Because the directors may have a beneficial financial interest in its adoption,
they may be deemed to have a conflict of interest in recommending this Proposal
to the shareholders. At present, there is no pending litigation or proceeding
involving a director or officer of the Company for which indemnification would
be required or permitted. Management is not aware of any threatened litigation
or proceeding that could result in a claim for indemnification by any director
or officer.
AUTHORITY AND STRUCTURE OF THE BOARD OF DIRECTORS
The proposed Restated Articles contain provisions relating to the authority and
structure of the Board of Directors that are substantially similar to the
provisions currently contained in the Company's By-laws. The current Articles
and By-laws of the Company provide that the Directors shall consist of not
less than nine nor more than fifteen shareholders and the number of Directors
shall be determined from time to time by the Shareholders. The proposed
Restated Articles provide that the number of Directors shall be not less than
nine nor more than twenty shareholders, and shall be fixed within such range by
the Board of Directors. Both the current By-laws and the proposed Restated
Articles provide that the Board shall be the total number of directors divided
into three classes, each consisting, as nearly as possible, of one-third the
total number of directors constituting the entire Board of Directors, with one
class of directors standing for election to three-year terms at each annual
meeting.
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If Proxy Item No. 6 is not approved, the current Articles as heretofore
amended, will be retained and modified to the extend required to implement any
of the foregoing Proxy Items submitted to shareholders which are adopted.
The affirmative vote of the holders of at least two-thirds of the outstanding
shares of Common Stock is needed for the approval of this proposal. Abstentions
and broker non-votes will have the same effect as a vote against the proposal.
The Board of Directors Recommends a Vote FOR Proxy Item No. 6.
APPROVAL OF
INDEPENDENT PUBLIC ACCOUNTANTS
(PROXY ITEM NO. 7)
The firm of Arthur Andersen LLP, independent public accountants, is recommended
to the shareholders to audit the accounts and financial statements of the
Company for the year 1996. This firm has served in this capacity since 1948.
Representatives of the firm will be present at the shareholders' meeting and
shall have the opportunity to make a statement if they desire to do so and to
respond to appropriate questions.
The Board of Directors recommends a Vote FOR Proxy Item No. 7.
OTHER MATTERS
SECURITIES EXCHANGE ACT OF 1934: Under the securities laws of the United
States, the Company's Directors, Executive Officers and certain other Officers,
and any persons holding more than ten percent of the Company's common stock are
required to report their ownership of the Company's common stock and any
changes in that ownership to the Securities and Exchange Commission and any
exchange on which its stock is traded. Specific due dates for these reports
have been established, and the Company is required to report in this proxy
statement any failure to file by these dates. All of these filing requirements
have been satisfied by its Directors and Officers. In making these statements,
the Company has relied on the written representations of its Directors and
Officers and copies of the reports that they have filed with the Commission.
SHAREHOLDER PROPOSALS: To be considered for inclusion in the Proxy Statement
for the Annual Meeting of Shareholders to be held in 1997, shareholder
proposals must be received by the Company at its Company Headquarters in
Atlanta, Georgia on or before November 24, 1996.
Management is not aware at this date that any other business matters will come
before the meeting. If, however, any other matters should properly come before
the meeting, it is the intention of the persons named in the proxy to vote
thereon in accordance with their judgment.
EQUIFAX INC.
T. H. Magis
Secretary
Atlanta, Georgia
March ___, 1996
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EXHIBIT "A"
EQUIFAX INC.
1988 PERFORMANCE SHARE PLAN FOR OFFICERS, INCLUDING
PROPOSED AMENDMENTS
ARTICLE I
PURPOSE
The purpose of the plan is to provide incentive to key Officers of the
corporation (Equifax Inc. and/or its subsidiaries) who contribute in a
substantial degree to the long-term success of the Company, to provide a means
for such Officers to participate in such success and to assist in attracting
and retaining the highest quality people in key executive positions.
ARTICLE II
DEFINITIONS
The following words and phrases shall have the respective meanings set forth
below (unless the context indicates otherwise).
(1) "Approval of Shareholders" shall mean the affirmative vote of the
holders of at least a majority of the shares of common stock of the
Company then outstanding.
(2) "Committee" shall mean the Management Compensation Committee of the
Equifax Inc. Board of Directors, as the same from time to time may be
constituted.
(3) "Common Stock" means the Common Stock, $2.50 par value per share, of
the Company.
(4) "Company" shall mean Equifax Inc.
(5) "Earnings Per Share" shall mean, with respect to any fiscal year of
the Company, the Company's primary earnings per share after taxes from
continuing operations for such fiscal year, as determined in
accordance with generally accepted accounting principles consistently
applied, as shown in the (consolidated) financial statements of the
Company for such fiscal year certified by its independent certified
public accountants, but excluding capital gains or losses,
extra-ordinary items (including any acquisition or divestiture which
is reported on Form 8-K) and the amount accrued for the expense of
this plan, all on an after-tax basis, based on applicable tax law on
the date the Share Unit is awarded, so that any change or changes in
any tax or accounting law or regulation during the course of the
Measurement Period will be disregarded in determining the amount of
awards to be distributed following the close of the Measurement
Period.
(6) "Economic Value Added" or "EVA" shall mean, with respect to any fiscal
year of the Company, the Company's operating income after income
taxes ("NOPAT") less a capital charge for using the capital that is
needed to generate the Company's NOPAT. NOPAT is defined to be the
Company's operating income, plus goodwill amortization and imputed
interest on operating leases, all on an after tax basis. Operating
income shall be determined in accordance with generally accepted
accounting principles consistently applied, as shown in the
(consolidated) financial statements of the Company for such fiscal
year certified by its independent certified public accountants, but
excluding capital gains or losses, extra-ordinary items (including
any acquisition or divestiture which is reported on Form 8-K) and the
amount accrued for the expense of this plan, all on an after-tax
basis, based on applicable tax law on the date the Share Unit is
awarded, so that any change or changes in any tax or accounting law
or regulation during the course of the Measurement Period will be
disregarded in determining the amount of awards to be distributed
following the close of the Measurement Period. Capital charge is
determined by multiplying (a) capital by (b) the cost of capital. The
cost of capital is the weighted average cost of the Company's debt
and shareholder's equity, as determined on a consistent basis.
Capital is defined as the Company's total assets, less (a) current
liabilities, (b) cash and cash equivalents (c) deferred income tax
assets, and (d) intangible assets recorded under Statement of
Financial Accounting Standards No. 87, "Employers' Accounting for
Pensions,"
<PAGE> 31
plus (a) accumulated goodwill amortization, (b) present value of
operating leases, (c) short-term debt and current maturities of
long-term debt and (d) implied goodwill relating to acquisitions
accounted for on a "pooling of interest" basis.
(7) "Eligible Officer" shall mean Equifax Inc. elected Officers and any
other key Officer of Equifax Inc. or a subsidiary or division of
Equifax Inc. as determined by the Committee, from time to time,
including any such Officer who is a Director. An Eligible Officer
shall not include an Officer who is not a full-time employee, even
though said Officer is a Director, except that a person who was an
Eligible Officer and a Director immediately prior to his retirement as
an employee of the Company shall continue to be an Eligible Officer so
long as he retains his position as an Officer and Director.
(8) "Measurement Period" shall mean the three fiscal years of the Company
commencing with the fiscal year 1988, provided awards of share units
are made prior to July 31, 1988; otherwise, it shall mean the three
fiscal years of the Company commencing with the fiscal year following
that in which the award of a particular share unit is made; except
that the Measurement Period for a Share Unit awarded in the first
quarter of the fiscal year shall be the three fiscal years of the
Company commencing with the fiscal year in which the award is made.
(9) "Return on Equity" shall mean, with respect to any Measurement Period,
the percentage determined by dividing the sum of the Company's net
earnings after taxes from continuing operations, as shown in the
financial statements of the Company for such fiscal years certified by
its independent certified public accountants, but excluding capital
gains or losses, extraordinary items (including any acquisition or
divestiture which is reported on Form 8-K) and the amount accrued for
the expense of this plan, all on an after-tax basis, for the three
fiscal years included in the Measurement Period by the sum of the
shareholders' equity of the Company as of the beginning of each such
year, based on applicable tax law on the date the Share Unit is
awarded, so that any change or changes in any tax or accounting law or
regulation during the course of the Measurement Period will be
disregarded in determining the amount of awards to be distributed
following the close of the Measurement Period.
(10) "Share Unit" shall mean the right to receive, subject to the
provisions of Articles V and VI of this plan, one share of Common
Stock plus an amount of cash equivalent to all cash dividends that
would have been paid to the holder of such Share Unit, if one share of
Common Stock had been issued to the holder on the date the Share Unit
was issued. Provided, however, that in no event will such cash
equivalent to dividends be paid on any Share Units forfeited.
ARTICLE III
ELIGIBILITY
All Equifax Inc. elected Officers, and any other key Officers of Equifax Inc.
or its subsidiaries or divisions, as determined by the Committee, from time to
time, shall be eligible for participation in this plan.
ARTICLE IV
ADMINISTRATION OF PLAN AND
SELECTION OF PARTICIPANTS
This plan shall be administered by the Committee, and the Committee shall (1)
construe and interpret the plan, (2) make such reasonable rules and regulations
for the administration of the plan as it deems advisable, and (3) determine,
from time to time, those Officers who are to be awarded Share Units and the
number of Share Units to be awarded to each such Officer. No participant may be
awarded more than 100,000 share units during any fiscal year. In construing and
interpreting the plan, including the appropriateness of the forfeiture
provisions, the Committee is authorized to modify, from time to time, such
forfeiture provisions so as to eliminate forfeitures of Share Units where, in
the Committee's judgment, circumstances encountered over the Measurement Period
warrant such modification. Any determination by the Committee in administering,
interpreting or construing the plan in accordance with this Article shall be
final, binding and conclusive for all purposes and upon all interested persons.
-2-
<PAGE> 32
ARTICLE V
NUMBER OF SHARES SUBJECT TO PLAN
ADJUSTMENTS, EFFECTIVE DATE AND TERMINATION
Subject to the provisions hereafter in this Article set forth, the number of
shares of Common Stock issued under this plan shall not exceed 600,000. In the
event that the Common Stock should, as a result of a stock-split, stock
dividend, reclassification, reorganization, recapitalization, combination of
shares or any other similar change, be changed into or exchanged for a
different number or kind of shares of stock or other securities of the Company
or of any affiliated corporation or entity, the number of shares of Common
Stock then subject to Share Units previously granted and then outstanding, and
the remaining shares of Common Stock which may be issued under this plan, shall
be appropriately adjusted by the Committee to reflect such change or exchange;
provided, however, that any fractional shares resulting from any such
adjustments shall be disregarded and the number of shares rounded to the next
lower whole number. If any Shares of Common Stock represented by Share Units
awarded under this plan are forfeited, canceled, or otherwise fail to be
issued, whether for failure to satisfy the conditions set forth in Article VI
hereof or otherwise, such Common Stock shall return to the status of authorized
but unissued under the plan. Subject to the approval of the shareholders of the
Company, this plan shall become effective for the year commencing January 1,
1988. No Share Units may be awarded under this plan after January 31, 2000.
ARTICLE VI
RIGHT TO RECEIVE COMMON STOCK
AND DIVIDEND EQUIVALENTS
Subject to the provisions of Article V and this Article VI, the holder of each
Share Unit shall be entitled to receive the Common Stock and cash to which such
unit entitles him or her as soon as practical after the end of the Measurement
Period with respect to that unit; provided, however, that:
(a) Each Share Unit awarded under the plan shall be forfeited and canceled
in all respects, and no Common Stock or cash shall be delivered or
paid to the holder thereof, in the event that:
(i) The employment of such holder by the Company is terminated,
either voluntarily or involuntarily, by the Company or the
holder, for any reason whatsoever (subject to the provisions
of Article VII hereof) prior to the end of the Measurement
Period for that Share Unit, or
(ii) The employment status of the holder has changed prior to the
end of the Measurement Period for that Share Unit so that the
holder is no longer an Eligible Officer.
(iii) The Return on Equity for the initial Measurement Period for
such Share Unit is less than twenty percent (20%).
(b) A portion, or all, of each award of Share Units shall be forfeited and
canceled in all respects, and no Common Stock or cash shall be
delivered or paid with respect to the portion of such award so
forfeited and canceled, in the event that the aggregate Earnings Per
Share for the initial Measurement Period with respect to the Share
Units which were the subject of such award is not at least equal to an
index of 399 (or 15% compounded rate of increase) of the Earnings Per
Share for the fiscal year (the "Base Year") immediately preceding such
Measuring Period. The portion of each such award to be forfeited shall
be determined in accordance with the following table:
-3-
<PAGE> 33
<TABLE>
<CAPTION>
If Aggregate Earnings Per
Share for Measurement Period
as an index of Earnings Per Percentage of Share
Share for Base Year is Units Forfeited
---------------------------- -------------------
At Least But Less Than
<S> <C> <C>
399 --- None
381 399 10%
364 381 25%
350 364 50%
--- 350 100%
</TABLE>
(c) The Committee shall establish, for each Measurement Period commencing
after 1995, the Company goals based on one or more of the following
measures: (a) aggregate Earnings Per Share, (b) aggregate Return on
Equity, (c) Economic Value Added and/or (d) the Company's common
stock price. The Committee may also establish such additional goals
as the Committee, in its discretion, deems appropriate. These goals
will be established on or before the date any Share Units relating
to said Measurement Period are awarded. The goals will be established
with consideration given to the economic conditions existing at the
time said goals are established. A portion, or all, of each award of
Share Units shall be forfeited and canceled in all respects, and no
Common Stock or cash shall be delivered or paid with respect to the
portion of such award so forfeited and canceled, in the event that
the goals established for the Measurement Period are not achieved,
all as prescribed by the Committee. The Committee shall cause each
holder of Share Units to receive written notice of the goals
established for the Measurement Period to which said Share Units
relate, along with the forfeiture provisions relating to said Share
Units. Even though performance goals established for each Measurement
Period are met or exceeded, the Committee shall have the discretion,
by participant, to reduce the amount of an award that would otherwise
be paid or to determine that no portion should be paid. The Committee
may not increase the amount of an award that would otherwise be paid.
Nothing contained in this Article VI or elsewhere in this plan shall eliminate,
impair or otherwise affect the right of the Company to terminate or change the
employment of any Officer at any time, and the award of Share Units to any such
Officer shall not be deemed to, and shall not, result in any agreement,
expressed or implied, by the Company to retain such employee in any specific
position or in its employ for the duration of the Measurement Period with
respect to such Share Units or for any other period. Subject to the provisions
of this paragraph, each holder of Share Units may elect, by delivering written
notice of such election to the Secretary of the Company during the period
defined below, to surrender his or her right to receive up to one-half of the
Common Stock that would otherwise be issued with respect to such Share Units at
the end of the Measurement Period, in exchange for the right to receive an
amount of cash equal to the "Fair Market Value," as defined below, of the
shares of Common Stock the right to which is so surrendered. In order to be
effective, such written notice of election must be delivered to the Secretary
of the Company during a period beginning on the third business day following
release for publication (in the manner hereinafter set forth) of the Company's
quarterly statements of sales and earnings for the third fiscal quarter of the
third fiscal year of the Measurement Period and ending on the twelfth business
day following said release for publication. Any such election shall be subject
to the right of the Committee to disapprove the same, in whole or in part, at
any time after such election but prior to the issuance of shares of Common
Stock with respect to the particular Share Unit in accordance with the
provisions of this plan. In the event of the death, disability or retirement of
the Officer holding the Share Units, at any time during the Measurement Period
to which said Share Units relate, the award shall be distributed as provided in
Article VII hereof regardless of any election made by such Officer. The release
for publication of the Company's quarterly statements as referred to in the
first sentence of this paragraph shall be deemed to have been made at the time
such data appears (i) on a wire service, (ii) in a financial news service,
(iii) in a newspaper of general circulation or (iv) is otherwise made publicly
available. For purposes of this paragraph, the "Fair Market Value" of the
Common Stock shall be deemed to be the closing sale price thereof on the New
York Stock Exchange on the day the Committee approves the payout of each award
of Share Units, if any. In the event such date is not a business day or the
shares of Common Stock did not trade on such business day, the "Fair Market
Value" shall be deemed to be the closing sale price on the last previous day on
which trading occurred in the Common Stock on such Exchange.
-4-
<PAGE> 34
ARTICLE VII
DEATH, DISABILITY OR RETIREMENT OF ELIGIBLE OFFICER
OR CHANGE IN CONTROL OF THE COMPANY
(a) In the event of the termination of employment with the Company during
any Measurement Period of any Officer who then holds Share Units under
this plan by reason of the death or disability or retirement of such
Officer, the Committee may, but shall not be obligated to waive the
continuation of the employment requirement set forth in paragraph
(a)(i) of Article VI above. In the event that such requirement is
waived, such Officer or his estate, as the case may be, will be
entitled to receive an award in cash equivalent to a pro rata portion
of the amount which said Officer would have received, if the
employment of such Officer had continued through the Measurement
Period for such Share Units. For purposes of Article VI and this
Article VII, an Eligible Officer shall not be deemed to have
terminated his employment although he retires from said employment, if
he continues to serve as an elected Officer of Equifax Inc. or a
subsidiary of the Company and to serve as a Director of Equifax Inc.;
said Officer shall be deemed to have terminated his employment when
his term of office expires and he is not re-elected thereto, or when
he is removed or resigns from office, if earlier.
(b) This pro rata portion shall be computed as follows:
(i) The shares of Common Stock shall be replaced with a cash
amount equivalent to the "Fair Market Value" of said shares,
as described in Article VI hereof;
(ii) The sum resulting from the immediately preceding calculation
will be added to the other cash portion of the award
representing dividend equivalents, as described in Article II
(9) hereof;
(iii) The resulting sum will be multiplied by a fraction, the
numerator of which shall be the number of full calendar months
during the Measurement Period prior to the Officer's death,
disability or retirement and the denominator of which shall be
thirty-six (36).
(c) In the event of the termination of employment with the Company, for
any reason, of any Officer after completing a Measurement Period, but
before distribution of his award is made, such Officer or his estate,
as the case may be, will be entitled to receive the shares of Common
Stock and cash represented by the Share Units held by such Officer at
the end of the Measurement Period to the same extent, in the same
manner and at the same time as if the employment of such Officer had
not terminated.
(d) If there is a "change in control of the Company," as hereinafter
defined, during any Measurement Period, then, notwithstanding any
other provision of this plan to the contrary, any Officer holding any
Share Unit shall be irrevocably entitled to receive, in lieu of the
cash and stock represented by the Share Unit, an amount in cash which
is equal to the Fair Market Value of the stock, plus the cash which
said Officer would have received in the absence of such "change of
control of the Company," and said Officer shall be so entitled
regardless of whether there is a change in employment status
subsequent to such "change in control of the Company." Such payment
will be made within sixty (60) days following the end of the
applicable Measurement Period. In determining the amount of such cash
payment, the aggregate Earnings Per Share for the Measurement Period
will be the greater of actual Earnings Per Share for the Measurement
Period or the result of projecting Earnings Per Share for the entire
Measurement Period at the same annually compounded rate of increase of
Earnings Per Share actually experienced by the Company over that
portion of the Measurement Period prior to such "change of control of
the Company." If twelve months of the Measurement Period have not
occurred prior to the "change of control of the Company," then
aggregate Earnings Per Share for the Measurement Period will be
projected to be an amount such that the percentages of forfeitures and
cancellations, as provided in Article VI, do not exceed the
percentages of forfeitures and cancellations applicable to awards for
the most recently completed Measurement Period. In determining the
amount of cash payment under this paragraph VII (d), "Economic Value
Added" for the Measurement Period will be the lesser of (a) the
product of target EVA established for such share unit award multiplied
by two, or (b) maximum EVA established for such share unit award. In
determining the "Fair Market Value" of the Common Stock for purposes
of such payment, the Fair Market Value of the Common Stock shall be
the highest price at which the Common Stock of the Company traded on
the New York Stock Exchange during the three (3) months immediately
prior to the "change in control of the Company."
-5-
<PAGE> 35
(e) For purposes of this Article VII, a "change in control of the Company"
shall be deemed to have occurred in the event any person, corporation,
partnership or other entity, either alone or in conjunction with its
"affiliates" as that term is defined in Rule 405 of the General Rules
and Regulations under the Securities Act of 1933, as amended, or other
group of persons, corporations, partnerships or other entities who are
not affiliates, but who are acting in concert, shall own of record or
beneficially more than fifty percent (50%) of the outstanding shares
of any class of voting stock of the Company.
ARTICLE VIII
NO RIGHTS AS SHAREHOLDER;
NONALIENATION OF BENEFITS
Until such time as Common Stock represented by a Share Unit is delivered to the
holder of such unit, such holder shall have no right, title or interest in any
specific share or shares of Common Stock, no right to vote such Common Stock or
to receive dividends thereon or any other right or privilege of a shareholder
of the Company.
Neither Share Units, the certificates referred to in Article IX below nor any
other right or benefit under this plan shall be subject to anticipation,
alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to
anticipate, alienate, sell, assign, pledge, encumber or charge the same shall
be void and shall not be recognized or given effect by the Company.
ARTICLE IX
CERTIFICATES OF AWARD
The Company shall execute and deliver to each Officer awarded Share Units a
certificate, in the form prescribed by the Committee, evidencing such award and
stating the date thereof and number of Share Units that are the subject of the
award.
ARTICLE X
REGISTRATION AND LISTING
OF COMMON STOCK
The Company may, at its discretion, cause the shares of Common Stock issued
under this plan to be registered under the Securities Act of 1933, on Form S-8
or a substantially similar form, and to be registered under any applicable
state securities laws, prior to the delivery of such shares. In the event that
the issuance of any such shares is not so registered, the Company may require,
as a condition to the issuance thereof, that the Officer to whom such shares
are to be issued represent and warrant in writing to the Company that the
shares are being acquired by him or her for investment for his or her own
account and not with a view to, for resale in connection with, or with an
intent of participating directly or indirectly in, any distribution of such
shares within the meaning of that Act, and a legend to that effect may be
placed on the certificate(s) representing such shares.
The Company shall cause the shares of Common Stock to be issued under this plan
to be listed on each securities exchange on which the Common Stock is listed
prior to the delivery of such shares.
-6-
<PAGE> 36
ARTICLE XI
AMENDMENT, SUSPENSION OR
TERMINATION OF PLAN
The Board of Directors of the Company may amend, suspend or terminate this plan
in whole or in part at any time; provided that no such amendment, suspension or
termination shall adversely affect the rights of the holders of any Share Units
then outstanding; and provided further that, without the approval of the
shareholders of the Company, no modification of this plan by the Board of
Directors shall increase the number of shares of Common Stock which may be
issued hereunder.
-7-
<PAGE> 37
EXHIBIT B
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
EQUIFAX INC.
I.
The name of the Corporation is EQUIFAX INC.
II.
The Corporation shall have authority to issue Three Hundred Ten Million
Fifty Thousand (310,050,000) shares of stock of which Three Hundred Million
(300,000,000) shares shall be designated "Common Stock," $1.25 par value per
share, and Ten Million Fifty Thousand (10,050,000) shares shall be designated
"Preferred Stock," without par value per share. Shares that are reacquired by
the Corporation shall be classified as treasury shares unless the terms of such
stock provide to the contrary.
The designations and preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications, and terms
and conditions of redemption of the shares of stock are as follows:
Common Stock
Subject to all of the rights of the Preferred Stock and Series A
Participating Preferred Stock as expressly provided herein, by law or by the
Board of Directors pursuant to this Article II, the Common Stock of the
Corporation shall possess all such rights and privileges as are afforded to
capital stock by applicable law in the absence of any express grant of rights
or privileges provided for herein, including, but not limited to, the following
rights and privileges:
(a) Dividends may be declared and paid or set apart for
payment upon the Common Stock out of any assets or funds of the
Corporation legally available for the payment of dividends;
(b) The holders of Common Stock shall have the right to
vote for the election of directors and on all other matters requiring
shareholder action, each share being entitled to one vote; and
(c) Upon the voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation, the net assets of the
Corporation available for distribution shall
<PAGE> 38
be distributed pro rata to the holders of the Common Stock in
accordance with their respective rights and interests.
Preferred Stock
The Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more series. The description of shares of each
series of Preferred Stock, including any preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption shall be as set forth
in resolutions adopted by the Board of Directors, and articles of amendment
shall be filed with the Georgia Secretary of State as required by law to be
filed with respect to issuance of such Preferred Stock, prior to the issuance
of any such shares.
The Board of Directors is expressly authorized at any time to adopt
resolutions providing for the issuance of, or providing for a change in the
number of, shares of any particular series of Preferred Stock and, if and to
the extent from time to time required by law, to file articles of amendment
which are effective without shareholder action to increase or decrease the
number of shares included in each series of Preferred Stock (but not to
decrease the number of shares in any series below the number of shares then
issued), and to set or change in any one or more respects the designations,
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, or terms and conditions of
redemption relating to the shares of each series. Of the 10,050,000 shares of
Preferred Stock, 50,000 shares shall be designated as Class A Preferred Stock
wtih the respective designations, preferences and other rights described below:
<PAGE> 39
(a) The Class A Preferred Stock of the Company shall be entitled
in preference to all other shares of Preferred Stock which may be issued by the
Company and to the Common Stock, to dividends from earned surplus and/or net
earnings at the rate of Six ($6.00) Dollars per share per annum, payable as the
board of directors may from time to time determine. Such dividends shall be
cumulative from and after the first day of July, 1931, or, in case the shares
are issued after the first day of July, 1931, from the date of the issuance of
such shares, unless the corporation shall have then established dividend
periods with respect to its Class A Preferred Stock, in which event the
dividends shall be cumulative from the first day of the current dividend period
within which such stock shall have been issued. In any distribution of the
assets of the corporation other than by dividends from surplus or net earnings
the Class A Preferred Stock shall also have preference over all other shares of
Preferred Stock of the corporation and over the Common Stock until there shall
have been paid or set apart for payment on each share of the Class A Preferred
Stock the sum of One Hundred Five ($105.00) Dollars plus the amount, if any, by
which Six ($6.00) Dollars per annum from the date after which dividends due on
said shares became cumulative to the date of such distribution, exceeds the
dividends actually paid thereon or declared and set apart for payment thereon;
provided, however, that securities junior to the Class A Preferred Stock may be
retired out of capital and/or surplus, only when net earnings (as defined in
<PAGE> 40
paragraph (i) hereof) for twelve consecutive calendar months within the
immediately preceding fifteen calendar months shall be in the aggregate and not
less than three times the amount payable as dividends from one year upon all of
the Class A Preferred Stock then outstanding and when after the retirement of
said junior securities, the corporation shall have net assets (exclusive of
goodwill and going concern value) of not less than the redemption price of the
outstanding Class A Preferred Stock. No share of the Class A Preferred Stock
shall be entitled to any dividends from surplus or net earnings in excess of
the aforesaid dividends at the rate of Six ($6.00) Dollars per annum nor to any
share in any other distribution in excess of said One Hundred Five ($105.00)
Dollars plus the amount, if any, by which said Six ($6.00) Dollars per annum
from the date after which dividends on said shares become cumulative to the
date of such distribution exceeds the dividends actually paid thereon or
declared and set apart for payment.
(b) Dividends may be paid upon the Common Stock and/or
upon any shares which may be issued junior to said Class A Preferred Stock only
when dividends have been paid or funds have been set apart for the payment of
dividends as aforesaid on the Class A Preferred Stock from the dates after
which dividends thereon became cumulative to the beginning of the periods then
current with respect to which dividends on the Class A Preferred Stock are
usually declared, or if no such period shall have been established, then to the
date fixed for the payment of such
<PAGE> 41
dividends on the Common Stock, but whenever dividends shall have been paid or
funds shall have been set apart for the payment of all dividends on the Class A
Preferred Stock as aforesaid, then dividends upon the Common Stock and/or upon
any other stock junior to said Class A Preferred Stock which may have been then
issued by the corporation and are then outstanding, may be declared payable
then or thereafter out of any surplus or net earnings then remaining. After
the payment of the limited dividends and/or shares in the distribution of the
assets to which the Class A Preferred Stock is expressly entitled in preference
to the other issues of stock in accordance with the provisions herein set
forth, the Common Stock alone (subject to the rights of any class of stock
junior to the said Class A Preferred Stock then outstanding) shall receive all
further dividends and shares in distribution.
(c) Except as otherwise provided herein, only the Common
Stock shall have power to vote, and each holder of such Common Stock shall be
entitled to one vote for each share of such stock outstanding in his name on
the books of the corporation, which right may be exercised in person or by
proxy. This is subject to the right to vote which may be given to any security
to be subsequently issued by this corporation. The Class A Preferred Stock
shall not entitle any holder thereof to vote at any meeting of stockholders or
the election of the corporation or otherwise to participate in any action taken
by the corporation or the stockholders thereof except as herein expressly
provided,
<PAGE> 42
and except for those purposes, if any, for which said right cannot be denied or
waived under the laws of the State of Georgia.
(d) Upon the affirmative vote of a majority of the board
of directors of the corporation at any regular meeting or at any special
meeting called for that purpose, the Class A Preferred Stock may be redeemed in
whole or in part at any time at One Hundred Five ($105.00) Dollars for each
share redeemed, plus the amount, if any, by which the Six ($6.00) Dollars upon
each share from the date after which dividends thereon became cumulative to the
date of redemption exceeds the dividends actually paid thereon or declared and
set apart for payment thereon from such date to the date of redemption. If,
pursuant to the said action of the board of directors, less than all of the
shares of the Class A Preferred Stock are to be redeemed, the shares to be
redeemed shall be selected in such manner as the board of directors shall
determine. The board of directors, by the vote or consent of a majority of all
the members thereof, shall have the power to select for redemption any
particular share or shares of the Class A Preferred Stock to be redeemed,
designating the share or shares of said class or classes so selected by the
number or numbers appearing on the then outstanding certificate or certificates
representing the share or shares so selected. Notice of the intention of the
corporation to redeem the shares of the Class A Preferred Stock or any thereof
shall be mailed thirty days before the date of redemption
<PAGE> 43
to each holder of record of the shares to be redeemed at his last known post
office address as shown by the records of the corporation. At any time after
such notice has been mailed as aforesaid, the corporation may deposit the
aggregate redemption price (or the portion thereof not already paid in the
redemption of shares to be so redeemed) with any bank or trust company in the
City of Atlanta, a member of the Clearing House of the City of Atlanta, or with
any bank or trust company in the City of New York, a member of the Clearing
House of the City of New York, named in such notice, payable in the amounts
aforesaid to the respective orders of the record holders of the shares so to be
redeemed on endorsement, if required, and surrender of their certificates, and
thereupon said holders shall cease to be stockholders with respect to said
shares, and from and after the making of such deposit said holders shall have
no interest in or claim against the corporation or its successor with respect
to said shares, but shall be entitled only to receive said moneys from the said
bank or trust company without interest.
(e) The corporation from time to time may re-issue any
Class A Preferred Stock redeemed by it and re-sell any of the stock so
redeemed, purchased or otherwise acquired by it at such price as may be fixed
by its board of directors.
(f) No holder of any Class A Preferred Stock of the
corporation shall be entitled as of right to purchase or subscribe for any part
of any stock of the corporation authorized or to be authorized by its charter
or any additional stock of any
<PAGE> 44
class to be issued by reason of any increase or change of the authorized
capital stock of the corporation or of any securities which may be issued by
the corporation convertible into stock of the corporation, but any stock
authorized by its charter or any such additional authorized issue of stock or
of securities convertible into stock may be issued and disposed of by the board
of directors to such persons, firms, corporations or associations for such
considerations and upon such terms and in such manner as the board of directors
may in their discretion determine, without offering any thereof, on the same
terms or any terms to the holders of Class A Preferred Stock.
(g) The consolidation, merger or amalgamation of the
corporation with or into any other corporation or corporations shall not be
deemed a distribution of assets of the corporation within the meaning of any
provision of its charter or of its certificate of stock.
(h) Upon the vote of a majority of all the directors of
the corporation and of the holders of the majority of the total number of
shares of the stock of this company then outstanding and entitled to vote (or
if the vote of a larger number of different proportion of shares is then
required by the laws of the State of Georgia, notwithstanding the above
agreement of the stockholders of the corporation to the contrary, then upon the
vote of the larger number or different proportion of shares so required) the
corporation may from time to time create or authorize one or more other classes
of stock, with such
<PAGE> 45
preferences, designations, rights, privileges, powers, restrictions,
limitations and qualifications as may be determined by said vote, which may be
the same or different from the preferences, designations, rights, privileges,
powers, restrictions, limitations and qualifications of the classes of stock of
the corporation then authorized and/or the corporation may increase the number
of shares of one or more of the classes of stock then authorized; provided,
however, that no new class of stock shall hereafter be created which is
entitled to dividends or shares in distribution of all assets in priority to
the Class A Preferred Stock unless the stockholders voting for the creation of
such new class of stock shall include the holders of record of not less than
two-thirds of the number of shares of the Class A Preferred Stock voted at the
meeting of stockholders at which the creation of such new class of stock is
considered, or unless the holders of record of not less than two-thirds of the
number of shares of the Class A Preferred Stock then outstanding shall consent
thereto in writing, or which is entitled to dividends or shares in distribution
of all assets in equality with Class A Preferred Stock except on the conditions
hereinafter stated.
(i) Whenever the net earnings of the corporation, in
excess of fixed charges and operating expenses (including therein taxes,
interest, rentals, insurance and current repairs and maintenance,but no
including charges for renewals and replacements or of improvements not usually
chargeable to operating expenses) for twelve consecutive calendar months within
<PAGE> 46
the immediately preceding fifteen calendar months shall be in the aggregate not
less than three times the amount payable as dividends for one year upon all of
the shares of the Class A Preferred Stock then outstanding, shares of Class A
Preferred Stock, in addition to those then outstanding, may be issued and sold
or otherwise used for the corporate purposes of the corporation; provided,
however, that shares of Class A Preferred Stock then outstanding when added to
the additional shares of stock issued shall not exceed such a number as will
make the aforementioned net earnings for the said twelve months period less
than three times the amount necessary to pay dividends upon the Class A
Preferred Stock then outstanding plus those to be issued, at the rates herein
specified therefor.
(j) The corporation may issue and sell any of its shares
of stock without nominal or par value when authorized by its charter or by
subsequent increase of capital stock or by amendments to its charter for such
consideration as, in the judgment of the board of directors, may be the fair
value of such shares, and authority of the board of directors to fix such
consideration is hereby granted by the stockholders. Shares of stock without
nominal or par value issued for such consideration so fixed shall be fully paid
and not liable to any further call or assessment thereon nor shall the
subscriber or holder be liable to any further payment.
(k) The holders of the Class A Preferred Stock shall have
no right to vote at any meeting of stockholders of the
<PAGE> 47
corporation except in such instances as the voting of such stock shall be
required by the laws of the State of Georgia, and except that in case of
default in the payment of dividends to the extent of Six ($6.00) Dollars
existing at any one time on any share of said Class A Preferred Stock, the
holders of such stock voting together as a class shall be entitled to elect a
majority of the board of directors of the corporation, which right shall
continue until all dividend defaults are remedied by payment thereof or by
tender of payment by or on behalf of the corporation, and when such defaults
are remedied shall cease until such defaults shall again occur, in which
election each share of such stock shall be entitled to one vote. The term of
office of all persons who may be directors of the corporation at the date when
the right to elect a majority of the directors shall accrue to the holders of
Class A Preferred Stock, as herein provided, shall terminate upon the election
of their successors at a meeting of the stockholders. Such meeting shall be
held at any time after the accrual of such voting power upon notice similar to
that provided in the by-laws for an annual meeting, and at the request in
writing of the holders of not less than ten percent of the number of shares of
the then outstanding Class A Preferred Stock addressed to the Secretary of the
corporation at its principal business address. Upon the termination of such
voting power of the holders of Class A Preferred Stock to elect a majority of
the directors of the corporation, the terms of office of the directors of the
corporation so elected by the holders of Class A
<PAGE> 48
Preferred Stock shall terminate upon the election of their successors at a
meeting of the stockholders of the corporation then entitled to vote. Such
meeting shall be held at any time after the termination of such right of the
holders of Class A Preferred Stock to elect a majority of the directors upon
notice similar to that provided in the by-laws for an annual meeting, and at
the request in writing of the holders of not less than ten percent of the
number of shares of the then outstanding stock entitled to vote at such
election, addressed to the Secretary of the corporation at its principal
business office.
<PAGE> 49
III.
Except as otherwise provided in these Amended and Restated Articles of
Incorporation or pursuant to the terms of any authorized series of Preferred
Stock or by action of the Board of Directors pursuant to the Georgia Business
Corporation Code, the vote required for shareholder action on all matters shall
be the minimum vote required by the Georgia Business Corporation Code.
IV.
(a) The business and affairs of the Corporation shall be managed
by, or under the direction of, a Board of Directors comprised as follows:
1. The number of Directors shall be not less than nine,
nor more than 20 shareholders, and shall be fixed within such range by
the Board of Directors.
2. The Directors shall be divided into three classes,
designated as Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total
number of directors constituting the entire Board of Directors. At
each Annual Meeting of Shareholders, successors to the class of
directors whose term expires at that Annual Meeting of Shareholders
shall be elected for a three-year term. If the number of directors
has changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as
nearly equal as possible, and any additional director of any class
elected to the Board of Directors to fill a vacancy resulting from an
increase in such a class shall hold office for a term that shall
coincide with the remaining term of that Class, unless otherwise
required by law, but in no case shall a decrease in the number of
directors for a class shorten the term of an incumbent director. A
director shall hold office until the Annual Meeting of Shareholders
for the year in which such director's term expires and until his or
her successor shall be elected and qualified, subject, however, to
prior death, resignation, retirement, disqualification or removal from
office.
3. Any vacancy on the Board of Directors that results
from an increase in the number of directors or from prior death,
resignation, retirement, disqualification or removal from office of a
director shall be filled by a majority of the Board of Directors then
in office, though less than a quorum, or by the sole remaining
director. Any director elected to fill a vacancy resulting from prior
death, resignation, retirement, disqualification or removal from
office of a director, shall have the same remaining term as that of
his or her predecessor.
(b) Except as may be prohibited by law or by these Amended and
Restated Articles of Incorporation, the Board of Directors shall have the right
to make, alter, amend, change, add to, or repeal the By-laws of the
Corporation, and have the right (which, to the extent exercised, shall be
exclusive) to establish the rights, powers, duties, rules and procedures that
from time to time shall govern the Board of Directors, each of its members,
including without limitation, the vote required for any action by the Board of
Directors, and that from time to time shall affect the directors' powers to
manage the business and affairs of the Corporation. No By-law shall be adopted
by shareholders that shall impair or impede the implementation of the
foregoing.
(c) Notwithstanding any other provisions of these Amended and
Restated Articles of Incorporation or the By-laws of the Corporation (and
notwithstanding the fact that a lesser percentage for separate class vote for
certain actions may be permitted by law, by these
<PAGE> 50
Amended and Restated Articles of Incorporation or by the By-laws of the
Corporation), the affirmative vote of the holders of not less than two-thirds
(2/3) of the votes entitled to be cast by the holders of all then outstanding
shares of Voting Stock, voting together as a single class, shall be required to
make, alter, amend, change, add to or repeal any provision of these Amended and
Restated Articles of Incorporation or the By-laws of the Corporation
inconsistent with this Article IV; provided, however, that this Article IV(c)
shall not apply to, and such two-thirds (2/3) vote shall not be required to
alter, amend, change, add to or repeal any provisions of the By-laws relating
to this Article IV, or this Article IV of these Amended and Restated Articles
of Incorporation, recommended by not less than two-thirds (2/3) of the members
of the Board of Directors.
(d) The invalidity or unenforceability of this Article IV, or any
portion hereof, or of any action taken pursuant to this Article IV shall not
affect the validity or enforceability of any other provision of these Amended
and Restated Articles of Incorporation, any action taken pursuant to such other
provision, or any action taken pursuant to this Article IV.
V.
No director shall have any personal liability to the Corporation or to
its shareholders for monetary damages for breach of duty of care or other duty
as a director, by reason of any act or omission occurring subsequent to the
date when this provision becomes effective, except that this provision shall
not eliminate or limit the liability of a director for:
(a) Any appropriation of any business opportunity of the
Corporation in violation of the director's duties;
(b) Acts or omissions which involve intentional
misconduct or a knowing violation of law;
(c) Liabilities of a director imposed by Section 14-2-832
of the Georgia Business Corporation Code; or
(d) Any transaction from which the director derived an
improper personal benefit.
VI.
The Corporation shall indemnify its officers and directors to the
fullest extent permitted under the Georgia Business Corporation Code. Such
indemnification shall not be deemed exclusive of any additional indemnification
that the Board of Directors may deem advisable or of any rights to which those
indemnified may otherwise be entitled. The Board of Directors of the
Corporation may determine from time to time whether and to what extent to
maintain insurance providing indemnification for officers and directors and
such insurance need not be limited to the Corporation's power of
indemnification under the Georgia Business Corporation Code.
<PAGE> 51
IN WITNESS WHEREOF, EQUIFAX INC. has caused these Amended and Restated
Articles of Incorporation to be executed by its duly authorized officer on the
____ day of ____________, 1996.
EQUIFAX INC.
By:_____________________________________
Name:
Title:
<PAGE> 52
EXHIBIT C
PROXY EQUIFAX INC.
The undersigned hereby appoints C. B. Rogers, Jr.; D. W. McGlaughlin; John L.
Clendenin; and D. Raymond Riddle and each of them with power of substitution in
each, proxies to appear and vote all common stock of the undersigned in Equifax
Inc. at the Annual Meeting of the Shareholders to be held May 1, 1996, and at
all adjournments thereof, for the following purposes:
<TABLE>
<S> <C> <C>
(1)ELECTION OF DIRECTORS [] FOR all nominees [] WITHHOLD AUTHORITY
listed below (except to vote for all
as marked to the nominees listed
contrary below) below
Thomas F. Chapman; Robert P. Forrestal; Tinsley H. Irvin; D. Raymond Riddle; Betty L. Siegel, Ph.D.; and Derek V. Smith
(Instruction: To withhold authority to vote for any individual nominee(s), write the name(s) of such nominee(s)
immediately below.)
________________ _______________ ________________ _________________ _______________
(2) PROPOSAL TO APPROVE THE AMENDED EQUIFAX INC. 1988 PERFORMANCE SHARE PLAN FOR OFFICERS
[] FOR [] AGAINST [] ABSTAIN
(3) PROPOSAL TO AMEND AND RESTATE THE ARTICLES OF INCORPORATION TO INCREASE THE AMOUNT OF AUTHORIZED COMMON STOCK
[] FOR [] AGAINST [] ABSTAIN
(4) PROPOSAL TO AMEND AND RESTATE THE ARTICLES OF INCORPORATION TO AUTHORIZE "BLANK CHECK" PREFERRED STOCK
[] FOR [] AGAINST [] ABSTAIN
(5) PROPOSAL TO AMEND AND RESTATE THE ARTICLES OF INCORPORATION TO ADOPT THE MINIMUM SHAREHOLDER VOTE
REQUIRED UNDER CURRENT STATE OF GEORGIA LAW
[] FOR [] AGAINST [] ABSTAIN
(6) PROPOSAL TO AMEND AND RESTATE THE ARTICLES OF INCORPORATION TO MODERNIZE AND CONFORM TO CURRENT STATE OF GEORGIA LAW
[] FOR [] AGAINST [] ABSTAIN
(7) PROPOSAL TO APPOINT ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY FOR THE YEAR 1996.
[] FOR [] AGAINST [] ABSTAIN
(8) In their discretion, upon such other matters in connection with the foregoing or otherwise as may properly come
before the meeting, or any adjournment thereof; all as set forth in the Notice of the Annual Meeting and Proxy
Statement, as dated, receipt of which is hereby acknowledged.
</TABLE>
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE ABOVE MATTERS.
CONTINUED ON REVERSE - PLEASE COMPLETE OTHER SIDE
<PAGE> 53
(Continued from other side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
IMPORTANT: Please date this proxy and sign
exactly as your name or names appear hereon.
If stock is held jointly, signature should include
both names. Executors, administrators, trustees,
guardians and others signing in a representative
capacity, please give your full title(s).
---------------------------------
---------------------------------
(SIGNATURE OF SHAREHOLDER)
Dated-----------------------, 1996
IMPORTANT: PLEASE SIGN PROXY EXACTLY AS YOUR NAME OR NAMES APPEAR HEREON.
