<PAGE>
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:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
EQUIFAX INC
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing Fee Required.
[_] $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:
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(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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
C. B. Rogers, Jr.
Chairman
LOGO Equifax, Inc.
1600 Peachtree Street, N.W.
Atlanta, GA 30309
Dear Shareholder:
The 1997 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,
April 30, 1997.
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 1996, as well as significant developments thus far in 1997. 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,
/s/ C. B. Rogers, Jr.
Chairman
Atlanta, Georgia
March 26, 1997
YOUR VOTE IS IMPORTANT.
PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD
PROMPTLY.
<PAGE>
EQUIFAX INC.
1600 Peachtree Street, N.W.
P.O. Box 4081
Atlanta, Georgia 30302
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 30, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Equifax Inc.
will be held on April 30, 1997, 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 five Directors of the Company to serve terms of three years;
(2) To appoint Arthur Andersen LLP as independent public accountants of the
Company for the year 1997; and
(3) To transact such other business as may properly come before the meeting
and any adjournments or postponements thereof.
Shareholders of record at the close of business March 11, 1997, are entitled
to notice of and to vote at the meeting and any adjournments or postponements
thereof.
By order of the Board of Directors,
/s/ Marietta Edmunds Zakas
Marietta Edmunds Zakas
Secretary
Atlanta, Georgia
March 26, 1997
EACH SHAREHOLDER IS URGED TO SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY.
IF YOU ATTEND THE MEETING, YOU MAY IF DESIRED, REVOKE YOUR PROXY AND VOTE YOUR
SHARES IN PERSON.
<PAGE>
EQUIFAX INC.
1600 Peachtree Street, N.W.
P.O. Box 4081
Atlanta, Georgia 30302
March 26, 1997
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 30, 1997
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Equifax Inc. (the "Company") 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
April 30, 1997, at 10:00 a.m., local time and at any postponements or
adjournments thereof. The approximate date on which the 1996 Annual Report,
Proxy Statement and form of proxy are first being sent or given to
Shareholders is March 26, 1997.
Any Shareholder who executes and delivers a proxy may revoke it any time prior
to its use by executing and delivering a later signed proxy card to the
Secretary of the Company prior to the Annual Meeting, delivering written
notice of revocation of the proxy to the Secretary prior to the Annual
Meeting, or attending and voting at the Annual Meeting.
All shares represented by effective proxies will be voted as specified in
connection with the five nominees for election to the Board of Directors and
appointment of independent public accountants for the year 1997, all as more
fully described elsewhere herein. Unless otherwise specified, the proxies will
be voted in favor of the matters mentioned above. Each nominee for Director
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 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.
Only holders of issued and outstanding shares of common stock of the Company,
of record, at the close of business on March 11, 1997, are entitled to notice
of, or to vote at, the meeting and adjournments or postponements thereof. The
number of shares of common stock outstanding and entitled to vote as of
March 11, 1997, was 151,937,186. 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 $7,500 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 accordance with the rules and regulations of
the New York Stock Exchange. The cost of soliciting the proxies will be borne
by the Company.
<PAGE>
ELECTION OF DIRECTORS
(PROXY ITEM NO. 1)
The Board of Directors is divided into three classes with each class elected
for three year terms. Proxies in the accompanying form will be voted for the
five nominees listed below to serve for three years or until their successors
are elected and have qualified. Proxies cannot be voted for a greater number
of persons than the nominees named below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF ALL NOMINEES NAMED
BELOW.
NOMINEES FOR TERMS EXPIRING IN 2000
<TABLE>
<CAPTION>
NAME EXPERIENCE
- ---- ----------
<S> <C>
Daniel 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., American Business
Products, Inc. and FORE Systems, Inc. Mr. McGlaughlin has served as a
Director of the Company since 1990. He is 60.
Common shares: Owned -- 236,526
401(k) Savings Plan -- 4,065
Subject to option(/1/) -- 341,000
Larry L. Prince Chairman of the Board and Chief Executive Officer of 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 Banks, Inc.,
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 58.
Common shares: Owned -- 2,000
Subject to option(/1/) -- 2,000
Deferred common share equivalents(/2/) -- 4,059
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, Oxford Industries, Inc. and Teleport Communications
Group, Inc. Mr. Rogers has served as a Director of the Company since
1978. He is 67.
Common shares: Owned -- 960,218
401(k) Savings Plan -- 15,018
Subject to option(/1/) -- 403,212
Deferred common share equivalents(/2/) -- 3,002
Derek V. Smith Executive Vice President of the Company and Group Executive of the
Company's Insurance 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, employment
evaluation services and related international operations. He serves
as a Director of Integon Corporation. Mr. Smith has served as a
Director of the Company since 1996. He is 42.
Common shares: Owned -- 94,145
401(k) Savings Plan -- 5,727
Subject to option(/1/) -- 172,750
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
NAME EXPERIENCE
---- ----------
<C> <S>
Louis W. Sullivan, President of Morehouse School of Medicine, a private
M.D. 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 1995. He is 63.
Common shares: Owned -- 300
Subject to option(/1/) -- 2,000
Deferred common share equivalents(/2/) --
603
DIERCTORS WHOSE TERMS CONTINUE UNTIL 1998
<CAPTION>
NAME EXPERIENCE
---- ----------
<C> <S>
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 60.
Common shares: Owned -- 91,108
Subject to option(/1/) -- 2,000
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 Thomson Corporation, Canbra Foods
Limited, Flow International, Inc., Clairvest Group,
Inc. and Natraceuticals Inc. Mr. Barbaro also served as
Director of Equifax Canada Inc. from 1990 through 1992.
Mr. Barbaro has served as a Director of the Company
since 1992. He is 65.
Common shares: Owned -- 6,000
Subject to option(/1/) -- 2,000
Deferred common share equivalents(/2/) --
621
John L. Clendenin Chairman of the Board of BellSouth Corporation, a
communications services company. Prior to his
retirement in December 1996, Mr. Clendenin served as
Chairman and Chief Executive Officer of BellSouth
Corporation since October 1983. He serves as a Director
of BellSouth Corporation, Wachovia Corporation,
Providian Corporation, The Kroger Company, Coca-Cola
Enterprises, Inc., RJR Nabisco, Inc., Springs
Industries, Inc., Home Depot Inc. and National Service
Industries, Inc. Mr. Clendenin served as a Director of
the Company since 1982. He is 62.
Common shares: Owned -- 2,400
Subject to option(/1/) -- 2,000
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NAME EXPERIENCE
---- ----------
<C> <S>
A. W. Dahlberg Chairman of the Board, President and Chief Executive
Officer of 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 Banks, Inc., and
Protective Life Corporation. Mr. Dahlberg has served as
a Director of the Company since 1992. He is 56.
Common shares: Owned -- 2,000
Subject to option(/1/) -- 2,000
Deferred common share equivalents(/2/) --
1,026
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. 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 51.
Common shares: Owned -- 3,000
Subject to option(/1/) -- 2,000
Deferred common share equivalents(/2/) --
4,005
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1999
<CAPTION>
NAME EXPERIENCE
---- ----------
<C> <S>
Thomas F. Chapman Executive Vice President of the Company and Group
Executive of the Company's Financial Services Group.
Mr. Chapman has worldwide responsibility for the
Company's credit marketing, target marketing, credit
reporting, collection and risk management and check and
credit card processing services in North America,
Europe, Latin America and Asia Pacific. He has served
as an Executive Officer of the Company since 1990 and
has served as a Director since 1994. He is 53.
Common shares: Owned -- 88,686
401(k) Savings Plan -- 5,381
Subject to option(/1/) -- 179,500
Deferred common share equivalents(/2/) --
5,304
Robert P. Forrestal Partner of Smith, Gambrell & Russell, a law firm
located in Atlanta, Georgia. Mr. Forrestal has served
as a partner with this firm since January 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 serves as a Director
of Genuine Parts Company and ING North America Company.
He is 65.
Common shares: Owned -- 1,000
Deferred common share equivalents(/2/) -- 503
Tinsley H. Irvin Retired Chairman and Chief Executive Officer of
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 63.
Common shares: Owned -- 4,000
Subject to option(/1/) -- 2,000
Deferred common share equivalents(/2/) --
4,575
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NAME EXPERIENCE
---- ----------
<C> <S>
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 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 63.
Common shares: Owned -- 3,000
Subject to option(/1/) -- 2,000
Deferred common share equivalents((/2/) --
2,103
Betty L. Siegel, President of Kennesaw State University, a member of the
Ph.D. University System of Georgia. Dr. Siegel has been
President of Kennesaw State University 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 66.
Common shares: Owned -- 1,152
Subject to option(/1/) -- 2,000
Deferred common share equivalents(/2/) --
2,419
</TABLE>
- --------
(/1/) Presents stock options exercisable on January 1, 1997 or within 60 days
thereafter.
(/2/) Indicates fees or bonuses deferred under the Company's Deferred
Compensation Plan to a fund which is credited with amounts based on the
market value of and dividends on the Company's common shares. Amounts
shown are as of January 29, 1997. No distributions have been made from the
fund.
If any nominee shall be unable to serve, the persons named in the proxy may
vote for a substitute nominee. 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 named Telecredit, Inc., and Equifax Canada 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 1996, 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 1996 to Wachovia Bank of Georgia, N.A. was $153,065,000
and to SunTrust Bank, Atlanta was $55,000,000. Rates of interest charged on
each of these debts were competitive with other lending institutions. The
Company currently has in effect a Loan Agreement with Wachovia Bank of
Georgia, N.A. and SunTrust Bank, Atlanta and six other commercial banks. Under
this 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
pursuant to this Loan Agreement are competitive with other lending
institutions. No other funds were borrowed or owed by the Company under this
revolving loan facility during 1996.
5
<PAGE>
Messrs. Riddle and McGlaughlin serve as Directors of Wachovia Bank of Georgia,
N.A. Mr. Riddle is also a Director of 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 also Directors of SunTrust Banks, Inc., while Mr. Dahlberg also
serves as a Director of its subsidiary SunTrust Bank, Atlanta.
COMMITTEES OF THE BOARD
The Board of Directors of Equifax Inc. met seven times during 1996. 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 1996. 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 two times during 1996. This Committee is
responsible for all decisions regarding the Chief Executive 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, Forrestal and Dr. Sullivan.
The Audit Committee met two times during 1996. 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, Rogers and Smith. The Pension,
Thrift and Group Benefit Plans Committee met one time during 1996. 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, Chapman and McGlaughlin.
The Public Issues Committee met one time during 1996. 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.
6
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table reflects information relating to shares of common stock
owned by the Equifax Inc. 401(k) Savings Plan as of January 1, 1997, 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 December 31, 1996 was
151,429,000. All outstanding equity securities are of a single class of common
stock.
<TABLE>
<CAPTION>
PERCENT OF
CLASS (BASED ON
AMOUNT (NUMBER OF NUMBER OF SHARES
NAME AND ADDRESS SHARES) AND NATURE OF OUTSTANDING
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP AS OF 12/31/96)
- ------------------- --------------------------------- ----------------
<S> <C> <C> <C>
Equifax Inc. Employees -0- Sole voting power
401(k) Retirement & Savings
Plan -0- Shared voting power
1600 Peachtree Street 7,752,060 Sole investment power
Atlanta, Georgia 30309 -0- Shared investment power
7,752,060 Aggregate amount(/1/) 5.1%
</TABLE>
- --------
(/1/) Participants in the 401(k) Savings 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 December 31, 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>
PERCENT OF CLASS
(BASED ON NUMBER OF
AMOUNT AND NATURE SHARES OUTSTANDING
NAME OF BENEFICIAL OWNERSHIP(/1/) AS OF 12/31/96)
- ---- ---------------------------- -------------------
<S> <C> <C>
Lee A. Ault, III 93,108 *
Ron D. Barbaro 8,000 *
Thomas F. Chapman 273,567 *
John L. Clendenin 4,400 *
A. W. Dahlberg 4,000 *
Robert P. Forrestal 1,000 *
Donald U. Hallman 168,870 *
L. Phillip Humann 5,000 *
Tinsley H. Irvin 6,000 *
Daniel J. Kohl 80,768
Daniel W. McGlaughlin 581,591 *
Larry L. Prince 4,000 *
D. Raymond Riddle 5,000 *
C. B. Rogers, Jr. 1,378,448 *
Betty L. Siegel, Ph.D. 3,152 *
Derek V. Smith 272,622 *
L. W. Sullivan, M.D. 2,300 *
All Directors and Executive Officers
as a Group (26 persons) 3,694,406 2.4%
</TABLE>
- --------
*Less than 1%
(/1/) Includes shares held in the Company 401(k) Savings Plan and stock options
exercisable on January 1, 1997, or within 60 days thereafter, as follows:
Mr. Chapman -- 5,381 Savings Plan shares and 179,500 option shares; Mr.
Hallman -- 16,950 Savings Plan shares and 115,850 option shares; Mr.
Kohl -- 1,018 Savings Plan shares and 67,750 option shares; Mr.
McGlaughlin -- 4,065 Savings Plan shares and 341,000 option shares;
Mr. Rogers -- 15,018 Savings Plan shares and 403,212 option shares; and
Mr. Smith -- 5,727 Savings Plan shares and 172,750 option shares. As of
January 1, 1997, the aggregate of such shares for all Directors and
Executive Officers as a Group was as follows: 108,805 Savings Plan shares
and 1,825,614 option shares.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the fiscal years ended December 31, 1996, 1995
and 1994, 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 1996 in all capacities in which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------- -----------------------------------------
AWARDS PAYOUTS
------------------------------- ---------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION STOCK OPTIONS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($)(/1/) ($)(/2/) AWARDS ($)(/1/)(/3/) (#)(/4/) ($) ($)(/5/)
- ------------------ ---- ------- -------- ------------ -------------------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Daniel W. McGlaughlin 1996 454,094 366,817 431,510 440,180 250,000 1,116,360 4,950
President and Chief 1995 377,200 143,350 8,721 658,628 100,000 786,060 4,950
Executive Officer 1994 354,424 192,381 10,263 221,214 50,000 449,025 4,950
Thomas F. Chapman 1996 325,000 300,641 212,499 120,257 150,000 465,150 4,950
Executive Vice 1995 264,600 116,294 12,720 390,017 60,000 327,525 4,950
President 1994 240,052 155,266 11,463 0 24,000 224,513 4,950
Derek V. Smith 1996 259,654 259,654 209,422 120,246 125,000 465,150 4,950
Executive Vice 1995 240,800 167,593 11,871 343,500 60,000 327,525 4,950
President 1994 221,534 132,900 11,599 106,943 24,000 224,513 4,950
Daniel J. Kohl 1996 203,724 298,069 6,060 0 85,000 372,120 4,950
Senior Vice President 1995 191,280 39,303 1,619 171,750 12,000 0 4,950
1994 181,416 108,849 0 0 0 0 700
Donald U. Hallman 1996 207,326 207,596 4,406 0 85,000 372,120 4,950
Senior Vice President 1995 197,112 118,188 5,786 203,695 40,000 262,020 4,950
1994 182,706 164,069 4,024 0 24,000 134,707 4,950
</TABLE>
- --------
(/1/) The "Bonus" column represents any annual incentive award earned and paid
in cash for performance for the specified year. In all three reporting
years participants could elect to receive all or part of any cash bonus
earned in the form of restricted stock, and 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/) The "Other Annual Compensation" includes for Messrs. McGlaughlin, Chapman
and Smith, cash amounts of $420,422, $196,197 and $196,197, respectively,
designated for satisfying certain payroll tax obligations due as a
consequence of the vesting of restricted stock grants made to these
individuals in 1991. These tax assistance provisions, which were included
as part of the original terms of these grants, but discontinued in
subsequent grants, enabled each individual to retain 100% of the shares
earned rather than being required to dispose of a portion of these shares
to satisfy income taxes due. Miscellaneous benefits such as financial
planning services are also included under this column.
(/3/) 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, 1996, total restricted stock awards
outstanding and related fair market values were as follows: Mr.
McGlaughlin -- 85,174 shares ($2,608,500); Mr. Chapman -- 33,840 shares
($1,036,350); Mr. Smith -- 35,230 shares ($1,079,000); Mr. Kohl -- 12,000
shares ($367,500); and Mr. Hallman 16,136 shares ($494,150). Over 40% of
these shares were awarded as restricted stock grants in lieu of cash bonus
payments to these officers.
(/4/) Figures for 1995 and 1994 are adjusted to reflect 2-for-1 stock split
effective November 24, 1995.
(/5/) Column "All Other Compensation" includes Company 401(k) Savings Plan
matching contribution in the amount of $4,950 for each officer.
8
<PAGE>
STOCK OPTIONS
The following table contains information concerning the grant of stock options
to the named Executive Officers during 1996. Consistent with Company policy,
no stock appreciation rights were awarded to any Executive Officer and no
outstanding stock options were repriced during 1996. Of all stock options
granted Executive Officers during 1996, 20% of these options contained
exercise prices equal to the fair market value on date of grant. The remaining
80% contained exercise prices 20% to 50% above the fair market value on the
date of grant.
OPTION GRANTS DURING YEAR
ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(/2/)
---------------------------------------------------- ---------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#)(/1/) FISCAL YEAR ($/SHARE) DATE 5% 10%
- ---- ---------------- ------------ ----------- ---------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
Daniel W. McGlaughlin 50,000 2.29% $18.625 1/31/06 $ 585,658 $ 1,484,173
50,000 2.29% $22.350 1/31/06 $ 399,408 $ 1,297,923
50,000 2.29% $24.213 1/31/06 $ 306,258 $ 1,204,773
50,000 2.29% $26.075 1/31/06 $ 213,158 $ 1,111,673
50,000 2.29% $27.938 1/31/06 $ 120,008 $ 1,018,523
Thomas F. Chapman 30,000 1.37% $18.625 1/31/06 $ 351,395 $ 890,504
30,000 1.37% $22.350 1/31/06 $ 239,645 $ 778,754
30,000 1.37% $24.213 1/31/06 $ 183,755 $ 722,864
30,000 1.37% $26.075 1/31/06 $ 127,895 $ 667,004
30,000 1.37% $27.938 1/31/06 $ 72,005 $ 611,114
Derek V. Smith 25,000 1.15% $18.625 1/31/06 $ 292,829 $ 742,086
25,000 1.15% $22.350 1/31/06 $ 199,704 $ 648,961
25,000 1.15% $24.213 1/31/06 $ 153,129 $ 602,386
25,000 1.15% $26.075 1/31/06 $ 106,579 $ 555,836
25,000 1.15% $27.938 1/31/06 $ 60,004 $ 509,261
Daniel J. Kohl 17,000 0.78% $18.625 1/31/06 $ 199,124 $ 504,619
17,000 0.78% $22.625 1/31/06 $ 135,799 $ 441,294
17,000 0.78% $24.213 1/31/06 $ 104,128 $ 409,623
17,000 0.78% $26.075 1/31/06 $ 72,474 $ 377,969
17,000 0.78% $27.938 1/31/06 $ 40,803 $ 346,298
Donald U. Hallman 17,000 0.78% $18.625 1/31/06 $ 199,124 $ 504,619
17,000 0.78% $22.625 1/31/06 $ 135,799 $ 441,294
17,000 0.78% $24.213 1/31/06 $ 104,128 $ 409,623
17,000 0.78% $26.075 1/31/06 $ 72,474 $ 377,969
17,000 0.78% $27.938 1/31/06 $ 40,803 $ 346,298
</TABLE>
- --------
(/1/) Options vest 25% on the first through the fourth anniversary of the date
of grant, except in the case of those options priced at or above $26.075
which are fully vested on date of grant.
(/2/) The dollar amounts under these columns are pre-tax and are the result of
calculations at 5% and 10% rates of appreciation. They are not intended to
forecast possible future appreciation, if any, of the Equifax stock price.
9
<PAGE>
The following table shows options that were exercised and options outstanding
as of year-end for each named Executive Officer. No stock appreciation rights
are currently held by any Executive Officer.
AGGREGATED OPTION EXERCISES DURING YEAR ENDED DECEMBER 31, 1996
AND OPTION VALUES AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AS OPTIONS AS
OF 12/31/96 (#) OF 12/31/96 ($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE(/1/) UNEXERCISABLE(/1/)
- ---- --------------- ------------ ------------------ ---------------------
<S> <C> <C> <C> <C>
Daniel W. McGlaughlin 0 0 253,500/262,500 $3,447,569/$3,275,756
Thomas F. Chapman 0 0 130,000/153,000 $1,597,360/$1,879,298
Derek V. Smith 0 0 127,000/138,000 $1,714,738/$1,745,863
Daniel J. Kohl 0 0 52,000/65,000 $ 450,404/693,304
Donald U. Hallman 4,900 112,700 82,100/97,000 $1,060,342/$1,246,304
</TABLE>
- --------
(/1/) Represents aggregate excess of market value of shares under option as of
December 31, 1996, 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, as amended. 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 the Company's achieving specified levels of after-tax
profit minus the cost of capital employed and of stock price appreciation
goals established for the measurement period. 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 measurement
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 closing stock
price on the date the Management Compensation Committee approves the payout of
awards, if any, after the end of the measurement period, plus dividends
accrued over the measurement period.
LONG-TERM INCENTIVE PLAN -- AWARDS DURING YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
NUMBER OF PERFORMANCE ESTIMATED FUTURE PAYOUTS UNDER NON-
SHARES, OR OTHER STOCK PRICE -- BASED PLANS
UNITS PERIOD UNTIL --------------------------------------
OR OTHER MATURATION THRESHOLD TARGET MAXIMUM
NAME RIGHTS(#) OR PAYOUT (# OF UNITS) (# OF UNITS) (# OF UNITS)
- ---- --------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Daniel W. McGlaughlin 40,000 12/31/98 20,000 40,000 80,000
Thomas F. Chapman 18,000 12/31/98 9,000 18,000 36,000
Derek V. Smith 15,000 12/31/98 7,500 15,000 30,000
Daniel J. Kohl 12,000 12/31/98 6,000 12,000 24,000
Donald U. Hallman 9,000 12/31/98 4,500 9,000 18,000
</TABLE>
10
<PAGE>
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
</TABLE>
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: Daniel W. McGlaughlin -- 8
years (See "Employment Agreements" below); Thomas F. Chapman -- 7 years; Derek
V. Smith -- 16 years; Daniel J. Kohl -- 3 years; and Donald U. Hallman --
28 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), Daniel 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.
11
<PAGE>
Mr. Humann is President and a Director of SunTrust Banks, Inc. Mr. Prince also
serves as a Director of SunTrust Banks, Inc., the parent of SunTrust Bank,
Atlanta. During 1996, the Company was indebted in the ordinary course of
business to SunTrust Bank, Atlanta with the highest amount of indebtedness
totalling $55,000,000. 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. Mr. Clendenin is a Director of
Wachovia Corporation, the parent of Wachovia Corporation of Georgia. During
1996, the Company was indebted in the ordinary course of business to Wachovia
Bank of Georgia, N.A., a subsidiary of Wachovia Corporation of Georgia, with
the highest amount of indebtedness totalling $153,065,000. Rates of interest
charged on this debt were competitive with other lending institutions.
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL AGREEMENTS
The Company currently has in effect an employment agreement with Mr.
McGlaughlin. This agreement provides for his participation in all employee and
executive benefit plans and executive incentive plans. Mr. McGlaughlin is
entitled to retirement benefits, at age 63, equivalent to those provided to an
Executive Officer with 20 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 independent, non-employee directors, is
responsible for all decisions regarding the Chief Executive 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>
The Committee has set forth the following goals for the Executive Officer
compensation program to ensure that it 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 as it
relates to stock options, the Committee recommended, and the shareholders
approved, amendments to the Company's Omnibus Stock Incentive Plan in 1994. In
1996, the Committee recommended, and the shareholders approved, 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 1996, the Company acquired all or part of several businesses
to enhance future profitability, and the combined unplanned impact of these
actions on 1996 operating results resulted in a reduction in reported
earnings. In light of the favorable impact on operating results in 1997 and
beyond which these actions are anticipated to provide, these actions did not
adversely affect the 1996 incentive compensation amounts approved for
Executive Officers by the Committee.
To provide additional emphasis on the importance of executive share ownership,
the Company introduced share ownership guidelines for approximately twenty
executives in 1996. The Committee believes these guidelines have been
established at levels consistent with those in other companies who have taken
similar steps. At this time, the Committee anticipates 100% of covered
executives will continue to be in compliance with these new guidelines in the
future, as is the case presently.
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.
13
<PAGE>
Salary: The Committee believes that competitive salaries are important in
attracting and maintaining a high-quality executive team. Salary increases for
Executive Officers are based on competitive market trends, job performance,
additional responsibilities assumed and other factors. Salary reviews are
normally scheduled at 12 to 15-month intervals for Executive Officers.
Mr. McGlaughlin received a base salary adjustment of 20% upon his promotion to
Chief Executive Officer in January 1996. Competitive salary levels and other
compensation data for companies reporting $1 to $3 billion in annual revenues
were reviewed by the Committee. In addition, the Committee considered the
incentive compensation opportunities to be provided as a part of the Company's
performance incentive plans. The Committee approved a new salary below market
to assure a continued emphasis on performance-based compensation would be
emphasized for the Chief Executive Officer.
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 1996, the Committee approved
a plan which emphasized after-tax profit minus the cost of capital employed as
the primary performance measurement factor.
In 1996, the Company's after-tax profit minus the cost of capital employed was
the primary basis for determining the annual incentive award earned by Mr.
McGlaughlin. For other Executive Officers, a 30% weighting on corporate
financial results was applied in determining the awards for Messrs. Chapman,
Smith and Kohl and a 50% weighting on corporate financial results was
applicable for Mr. Hallman. Business unit measurement emphasized individual
financial results for the appropriate business units. Also, certain non-
financial goals were established and considered for each participant.
Incentives earned above a designated amount are automatically awarded as
restricted stock, with vesting at the end of five years. Also, senior
executives may elect to voluntarily defer annual incentive awards earned into
restricted stock. 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. McGlaughlin's target annual incentive opportunity during 1996 was 70% of
his base salary, with a maximum opportunity of 210%. His plan provided that
the Company's after-tax profit minus the cost of capital employed for 1996
would represent a 90% weighting and that his achievement of certain personal
goals would represent a 10% weighting. His earned award for 1996 was 162% of
salary.
In accordance with the restricted stock payment alternative for annual
incentives described in this report, Mr. McGlaughlin elected to receive a
restricted stock grant in lieu of a cash payment for 50% of his 1996 annual
incentive award. This provided an immediate expansion of Mr. McGlaughlin's
stock ownership in the amount of 14,921 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.
14
<PAGE>
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.
Mr. McGlaughlin and the other Executive Officers earned a payment of
performance share units for Company performance during the period 1994 through
1996. 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 substantially exceeded the established
minimum return on equity and the earnings per share goal; the stock price
appreciation goal for the Plan also was exceeded.
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 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. All options granted prior to 1995
have exercise prices equal to the market price of the Company's stock on the
date of grant. In 1996 a stock option grant was approved which provided for
exercise prices significantly higher than the market price on the date of
grant. To provide the maximum incentive for achieving growth in the Company's
stock price, the option grants to Executive Officers in 1996 included only 20%
of the total option shares granted at the current market price; the remaining
80% of options to Executive Officers were issued at exercise prices
established at 20% to 50% above the current market price. In addition, the
Committee approved grants for a larger number of shares than would normally be
awarded in one year. The Committee believes these grants will provide a high
degree of motivation for increasing stock price, as well as a provision that
no option gains will be available to executives unless shareholders experience
significant stock price appreciation benefits. The Committee also determined
that additional stock option grants would be suspended for a period of time
for executives participating in this special stock incentive plan in 1996.
Restricted Stock: Executive Officers may elect to receive 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. From introduction in 1993 through
1996, approximately 50% of the Executive Officers have voluntarily elected to
receive restricted stock grants in lieu of cash incentive payments.
To the extent the above report pertains to the setting of salaries for
Executive Officers other than the Chief Executive Officer, it is jointly
submitted by the Executive Committee.
Management Compensation Committee Executive Committee
T. H. Irvin, Chairman C. B. Rogers, Jr., Chairman
L. P. Humann J. L. Clendenin
L. L. Prince D. W. McGlaughlin
D. R. Riddle
15
<PAGE>
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, 1996, with
cumulative total returns from the same investment in both the S&P 500 Index and
the Dow Jones Other Industrial Services Index published by Dow Jones and
Company, Inc. The comparison is based on a $100 investment on December 31,
1991, in the Company's common stock and in each of the specified indices and
assumes all dividends were reinvested.
[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG EQUIFAX, INC., S&P 500 INDEX AND DJ OTHER IND SERVICES INDEX
<CAPTION> DJ Other
Measurement period Equifax, S&P 500 Ind Services
(Fiscal Year Covered) Inc. Index Index
- --------------------- -------- -------- --------
<S> <C> <C> <C>
Measurement PT -
12/31/91 $ 100 $ 100 $ 100
FYE 12/31/92 $ 134 $ 108 $ 114
FYE 12/31/93 $ 182 $ 118 $ 119
FYE 12/31/94 $ 180 $ 120 $ 115
FYE 12/31/95 $ 297 $ 165 $ 147
FYE 12/31/96 $ 431 $ 203 $ 161
</TABLE>
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.
16
<PAGE>
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 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 is reported under "Election of Directors" above.
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. 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 INDEPENDENT PUBLIC ACCOUNTANTS
(PROXY ITEM NO. 2)
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 1997. 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. 2.
17
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OTHER MATTERS
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE: Under the securities
laws of the United States, the Company's Directors, Executive Officers and
certain other Officers, and any persons holding more than 10% of the Company's
common stock are required to report their ownership of the Company's common
stock and any changes in 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, except that
Donald U. Hallman did not timely file one report relating to the exercise of a
stock option. 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 1998, shareholder
proposals must be received by the Company at its Company Headquarters in
Atlanta, Georgia on or before November 26, 1997.
Management is not aware at this date that any other business matters will come
before the meeting. If, however, any other matters are properly presented
either at the meeting or at any adjournment or postponement thereof, it is the
intention of the persons named in the proxy to vote thereon in accordance with
their judgment.
EQUIFAX INC.
Marietta Edmunds Zakas
Secretary
Atlanta, Georgia
March 26, 1997
18
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LOGO
<PAGE>
LOGO
PROXY
EQUIFAX INC.
The undersigned hereby appoints C.B. Rogers, Jr.; Daniel 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 April 30,
1997, and at all adjournments or postponements thereof, for the following
purposes:
(1) Election of Directors
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY to vote for all
(except as marked to the the nominees listed below
contrary below)
Daniel W. McGlaughlin; Larry L. Prince; C.B. Rogers, Jr.,
Derek V. Smith; Louis W. Sullivan, M.D.
(Instruction: To withhold authority to vote for any individual nominee(s),
write the name(s) of such nominee(s) immediately below.)
- ----------------- ----------------- ----------------- -----------------
(2) Proposal to appoint Arthur Andersen LLP as Independent Public Accountants
for the Company for the year 1997.
[_] FOR [_] AGAINST [_] ABSTAIN
(3) In their discretion, upon such other matters in connection with the
foregoing or otherwise as may properly come before the meeting and any
adjournment or postponement thereof; all as set forth in the Notice of the
Annual Meeting and Proxy Statement, as dated, receipt of which is hereby
acknowledged.
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>
(Continued from other side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
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(SIGNATURE OF SHAREHOLDER)
Dated ______________________, 1997
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, guardi-
ans and others signing in a rep-
resentative capacity, please give
your full title(s).
IMPORTANT: PLEASE SIGN PROXY EXACTLY AS YOUR NAME OR NAMES APPEAR HEREON.
