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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
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
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
EQUIFAX, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] 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:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(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:
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[EQUIFAX LETTERHEAD APPEARS HERE]
DEAR SHAREHOLDERS:
We invite you to attend the 1999 annual meeting of shareholders on Thursday,
May 6, 1999, at 10:00 a.m., local time at the Company's Corporate
Headquarters, 1600 Peachtree Street, N.W., Atlanta, Georgia.
At this meeting, you will hear a current report on the activities of the
Company. You will also have the opportunity to meet your directors and
executives.
This booklet includes the formal notice of the meeting and proxy statement.
The proxy statement tells you more about the agenda and procedures for the
meeting. It also describes how the Board operates and gives personal
information about our directors and director candidates. Please read these
materials so that you'll know what we plan to do at the meeting. Also, please
sign and return the accompanying proxy card in the postage-paid envelope. This
way, your shares will be voted as you direct even if you can't attend the
meeting.
On behalf of the Officers and Directors, I thank you for your interest in the
Company and your confidence in its future.
Yours very truly,
C. B. ROGERS, JR.
Chairman
Atlanta, Georgia
March 25, 1999
YOUR VOTE IS IMPORTANT.
Please complete, sign, date and promptly mail your
proxy card in the enclosed envelope, whether or not
you plan to attend the meeting.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
Notice of Annual Meeting of Shareholders.................................... i
Proxy Statement............................................................. 1
Election of Directors....................................................... 2
Committees of the Board of Directors........................................ 6
Stock Ownership by Certain Beneficial Owners and Management................. 8
Section 16(a) Beneficial Ownership Reporting Compliance..................... 9
Compensation of Directors................................................... 9
Compensation Committee Interlocks and Insider Participation................. 9
Employment Agreements and Change in Control Agreements...................... 10
Board Compensation Committee Report on Executive Compensation............... 10
Executive Officer Compensation.............................................. 13
Stock Options............................................................... 14
Performance Share Plan...................................................... 15
Stock Performance Graph..................................................... 16
Retirement Plans............................................................ 17
Items Requiring Your Vote................................................... 18
Shareholder Proposals for Inclusion in the 2000 Proxy Statement............. 19
Other Shareholder Proposals................................................. 19
How We Solicit Proxies...................................................... 19
Annual Report............................................................... 19
Questions................................................................... 19
Other Business.............................................................. 19
</TABLE>
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF EQUIFAX INC.
Equifax Inc. will hold its annual meeting of shareholders at the Company's
Corporate Headquarters, 1600 Peachtree Street, N.W., Atlanta, Georgia,
Thursday, May 6, 1999, at 10:00 a.m., eastern daylight savings time. The
purpose of the meeting is to vote on the following items:
1. The election of four Directors; and
2. The approval of Arthur Andersen LLP as Equifax's independent public
accountants for 1999; and
3. Those other matters that may properly come before the meeting.
The record date for the annual meeting is March 18, 1999. Only shareholders of
record at the close of business on March 18, 1999, can vote at the meeting.
Your vote is important. Please complete, sign, date and return your card
promptly in the enclosed envelope.
/s/ Marietta Edmunds Zakas
Marietta Edmunds Zakas
Secretary
Atlanta, Georgia
March 25, 1999
i
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PROXY STATEMENT
EQUIFAX INC.
1600 Peachtree Street, N.W.
Atlanta, Georgia 30309
March 25, 1999
General Information
The Board of Directors is soliciting proxies to be used at the 1999 annual
shareholders meeting. This proxy statement and the form of proxy will be
mailed to shareholders beginning March 25, 1999.
Who Can Vote
Shareholders of Equifax, as recorded in our stock register on March 18, 1999,
may vote at the meeting. On March 18, 1999, 145,050,496 shares of common stock
were outstanding. Each shareholder has one vote for each share of common
stock.
How You Can Vote
You may vote in person at the meeting or by proxy. We recommend that you vote
by proxy even if you plan to attend the meeting. You can always change your
vote at the meeting. For Item 1, you can specify on your proxy whether your
shares should be voted for all, some, or none of the nominees for director.
For Item 2, you can specify whether you approve, disapprove or abstain. The
items are described on page 18 of this proxy statement.
If you sign and return the proxy card, but do not specify on your proxy card
how you want to vote your shares, we will vote them "for" the election of all
nominees for director (Item 1) and "for" approval of Arthur Andersen LLP as
Equifax's independent public accountant for 1999 (Item 2).
You may receive more than one proxy card depending on how you hold your
shares. Shares registered in your name and shares held in your Investor's
Service Plan account are covered by one card. Equifax employees receive a
separate card for any shares they hold in their 401(k) Retirement and Savings
Plan. Also, if you hold shares through someone else, such as your stockbroker,
you may get material from them asking how you want to vote.
How Proxies Work
The Board of Directors is asking for your proxy. Giving Equifax your proxy
means that you authorize us to vote your shares at the meeting in the manner
you direct.
Revoking Your Proxy
You can revoke your proxy at any time before it is exercised in three ways:
(1) by sending a written statement to the Secretary of Equifax;
(2) by submitting a new proxy that is properly signed with a later date;
or
(3) by voting in person at the meeting.
Required Votes
The four director nominees receiving the highest number of votes will be
elected to the Board. Approval of Arthur Andersen LLP as independent
accountants requires the favorable vote of a majority of the votes cast.
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The total number of votes that could be cast at the meeting is the number of
votes actually cast plus the number of abstentions. Abstentions are counted as
"shares present" at the meeting for purposes of determining whether a quorum
exists and have the effect of a vote "against" any matter as to which they are
specified. Proxies submitted by brokers that do not indicate a vote for some
or all of the proposals because they don't have discretionary voting authority
and haven't received instructions as to how to vote on those proposals (so-
called "broker non-votes") are not considered "shares present" and will not
affect the outcome of the vote.
Other Matters To Be Considered At The Meeting
We do not know of any other matters to be presented or acted upon at the
meeting. If any other matter is presented at the meeting on which a vote may
properly be taken, the shares represented by proxies in the accompanying form
will be voted in accordance with the judgment of the person or persons voting
those shares.
ITEM 1 -- ELECTION OF DIRECTORS
The Board has nominated the four director candidates named below. Each
director will serve for three years or until he is succeeded by another
qualified elected director.
If a director nominee becomes unavailable before the election, your proxy card
authorizes us to vote for a replacement nominee if the Board names one.
Each of the nominees for director is now a member of the Board of Directors,
which met four times during 1998. Each of the nominees provided the following
information:
NOMINEES FOR TERMS EXPIRING IN 2002
Thomas F. Chapman
Age: 55
Director Since: 1994
Principal President and Chief Executive Officer of the Company.
Occupation:
Recent Business Before assuming his present position in January 1998, Mr.
Experience: Chapman was President and Chief Operating Officer of the
Company. Prior to that, he was Executive Vice President
and Group Executive of the Company's former Financial
Services Group. Mr. Chapman has been an Executive Officer
of the Company since 1990.
Common Shares:
Owned -- 147,165
401(k) Savings Plan -- 5,763
Subject to option(/1/) -- 413,105
Deferred common share equivalents(/2/) --
6,122
Robert P.
Forrestal
Age: 67
Director Since: 1996
Principal Of counsel to Smith, Gambrell & Russell, a law firm
Occupation: located in Atlanta, Georgia.
Recent Business Mr. Forrestal was a partner in this firm from January
Experience: 1996 until December 1998. Before that, he was President
and Chief Executive Officer of the Federal Reserve Bank
of Atlanta from 1983 through 1995.
Other Genuine Parts Company and ING North America Company.
Directorships:
Common Shares:
Owned -- 3,291
Subject to option(/1/) -- 2,291
Deferred common share equivalents(/2/) --
2,405
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D. Raymond Riddle
Age: 65
Director Since: 1989
Principal Retired Chairman of the Board and Chief Executive Officer
Occupation: of National Service Industries, Inc., a diversified
manufacturing and service company.
Recent Business Mr. Riddle held various executive positions with National
Experience: Service Industries, Inc. from January 1993 until his
retirement in February 1996. Before that, he was
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 banking
organizations for more than five years.
Other AGL Resources Inc.; Atlantic American Corporation; Munich
Directorships: American Reassurance Company; Gables Residential Trust,
Inc.; and AMC, Inc.
Common Shares:
Owned -- 9,000
Subject to option(/1/) -- 6,873
Deferred common share equivalents(/2/) --
4,996
Betty L. Siegel,
Ph.D.
Age: 68
Director Since: 1987
Principal President of Kennesaw State University, a member of the
Occupation: University System of Georgia.
Recent Business Dr. Siegel has been President of Kennesaw State
Experience: University for more than five years.
Other AGL Resources Inc. and National Service Industries, Inc.
Directorships:
Common Shares:
Owned -- 1,152
Subject to option(/1/) -- 6,873
Deferred common share equivalents(/2/) --
4,280
DIRECTORS WHOSE TERMS CONTINUE UNTIL 2000
Larry L. Prince
Age: 60
Director Since: 1988
Principal Chairman of the Board and Chief Executive Officer of
Occupation: Genuine Parts Company, an automotive parts wholesaler.
Recent Business Mr. Prince has held various executive positions with
Experience: Genuine Parts Company for more than five years.
Other SunTrust Banks, Inc.; Crawford & Co.; Southern Mills,
Directorships: Inc.; and John H. Harland Company.
Common Shares:
Owned -- 2,000
Subject to option(/1/) -- 6,873
Deferred common share equivalents(/2/) --
6,617
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C. B. Rogers, Jr.
Age: 69
Director Since: 1978
Principal Chairman of the Board of the Company.
Occupation:
Recent Business Before retiring from the Company in December 1995, Mr.
Experience: Rogers was Chairman and Chief Executive Officer of the
Company and was an Executive Officer of the Company for
more than five years.
Other Sears, Roebuck & Co.; Morgan Stanley Dean Witter & Co.;
Directorships: Briggs & Stratton Corporation; Oxford Industries, Inc.;
and ChoicePoint Inc.
Common Shares:
Owned -- 1,045,613
Subject to option(/1/) -- 508,631
Deferred common share equivalents(/2/) --
7,057
Louis W.
Sullivan, M.D.
Age: 65
Director Since: 1995
Principal President of Morehouse School of Medicine, a private
Occupation: medical school located in Atlanta, Georgia.
Recent Business Dr. Sullivan has been President of Morehouse School of
Experience: Medicine since January 1993. Before that, he was
Secretary of the U.S. Department of Health and Human
Services from March 1989 to January 1993.
Other General Motors Corporation; Minnesota Mining and
Directorships: Manufacturing Company; Bristol-Myers Squibb; CIGNA
Corporation; Georgia-Pacific Corporation; and Household
International.
Common Shares:
Owned -- 600
Subject to option(/1/) -- 6,873
Deferred common share equivalents(/2/) --
1,753
Jacquelyn M. Ward
Age: 60
Director Since: 1999
Principal President and Chief Executive Officer of Computer
Occupation: Generation Incorporated.
Recent Business Ms. Ward has been President and Chief Executive Officer
Experience: of Computer Generation Incorporated for more than five
years.
Other SCI Systems, Inc.; Trigon Blue Cross Blue Shield; Bank of
Directorships: America; Matria Healthcare, Inc.; and Premiere
Technologies, Inc.
Common Shares:
Owned -- 600
Deferred common share equivalents(/2/) --
176
4
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DIRECTORS WHOSE TERMS CONTINUE UNTIL 2001
Lee A. Ault, III
Age: 62
Director Since: 1991
Principal Private Investor.
Occupation:
Recent Business Mr. Ault was Chief Executive Officer of Telecredit, Inc.,
Experience: a payment services company acquired by the Company in
December 1990 and now known as Equifax Payment Services,
Inc., from 1968 until his retirement in January 1992. He
also served as President of Telecredit, Inc. from 1968 to
1983, and as Chairman of the Board from 1983 until his
retirement. He served as a Company Senior Vice President
and Chief Executive Officer of Equifax Payment Services,
Inc. from December 1990 until his retirement.
Other Bankers Trust Corporation; Bankers Trust Company; Sunrise
Directorships: Medical Inc.; Office Depot, Inc.; and Pacific Crest
Outward Bound School.
Common Shares:
Owned -- 91,108
Subject to option(/1/) -- 6,873
John L. Clendenin
Age: 64
Director Since: 1982
Principal Retired Chairman of the Board of BellSouth Corporation, a
Occupation: communications services company.
Recent Business Mr. Clendenin was Chairman of BellSouth Corporation from
Experience: October 1983 until December 1997 and was President and
Chief Executive Officer from October 1983 until his
retirement in December 1996.
Other Wachovia Corporation; The Kroger Company; Coca-Cola
Directorships: Enterprises, Inc.; RJR Nabisco, Inc.; Springs Industries,
Inc.; Home Depot Inc.; National Service Industries, Inc.;
and Powerwave Technologies.
Common Shares:
Owned -- 9,273
A. William Dahlberg
Age: 58
Director Since: 1992
Principal Chairman of the Board, President and Chief Executive
Occupation: Officer of The Southern Company, an international energy
company.
Recent Business Mr. Dahlberg has been in an executive capacity with The
Experience: Southern Company since January 1994. Before that, he was
President and Chief Executive Officer of Georgia Power
Company, an electric utility and largest subsidiary of
The Southern Company. Mr. Dahlberg has held various
executive positions with The Southern Company or its
subsidiaries for more than five years.
Other The Southern Company; SunTrust Banks, Inc.; and
Directorships: Protective Life Corporation.
Common Shares:
Owned -- 2,000
Subject to option(/1/) -- 6,873
Deferred common share equivalents(/2/) --
2,483
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L. Phillip Humann
Age: 53
Director Since: 1992
Principal Chairman, President and Chief Executive Officer of
Occupation: SunTrust Banks, Inc., a multi-bank holding company.
Recent Business Mr. Humann has held various executive positions with
Experience: SunTrust Banks, Inc. for more than five years.
Other SunTrust Banks, Inc.; Coca-Cola Enterprises, Inc.; and
Directorships: Haverty Furniture Companies, Inc.
Common Shares:
Owned -- 3,000
Subject to option(/1/) -- 6,873
Deferred common share equivalents(/2/) --
6,581
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(/1/) Represents stock options exercisable on February 20, 1999 or within 60
days after that date.
(/2/) Indicates fees or bonuses deferred under the Company's Deferred
Compensation Plan to a fund that is credited with amounts based on the
market value of and dividends on the Company's common shares. Amounts
shown are as of February 20, 1999. No distributions have been made from
the fund to the named persons.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board appoints committees to help carry out its duties. Board Committees
work on key issues in greater detail than would be possible at full Board
meetings. Each Committee reviews the results of its meetings with the full
Board.
Executive Committee
Number of Members: 4
Members: C. B. Rogers, Jr., Chairman
Thomas F. Chapman
John L. Clendenin
D. Raymond Riddle
Number of Meetings
in 1998: 7
Functions: Exercises the powers of the Board in managing the
business and property of the Company during the
intervals between Board meetings, subject to Board
discretion.
Audit Committee
Number of Members: 5
Members: A. William Dahlberg, Chairman
D. Raymond Riddle
Louis W. Sullivan, M.D.
Robert P. Forrestal
Jacquelyn M. Ward
6
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Number of Meetings
in 1998: 2
Functions: Selects independent public accountants to audit the
Company's books and records, subject to shareholder
approval.
Consults with these accountants and reviews and
approves the scope of their audit and other work.
Reviews internal controls, accounting practices,
financial structure, and financial reporting.
The Committee is available to meet on call of the
independent accountants, controller, or head of
internal audit whenever a special situation arises.
Prior to October 13, 1998, D. Raymond Riddle served as
Chairman of the Committee.
Management Compensation Committee
Number of Members: 3
Members: Larry L. Prince, Chairman
L. Phillip Humann
Robert P. Forrestal
Number of Meetings
in 1998: 1
Functions: Determines salary and incentive compensation awards for
the Company's Executive Officers. The salary and
incentive compensation awards of the Chief Executive
Officer must be ratified by the Board of Directors.
Approves and oversees the Company's compensation
policies and incentive compensation plans for Executive
Officers.
Retirement and Group Benefit Plans Committee
Number of Members: 3
Members: L. Phillip Humann, Chairman
Larry L. Prince
C. B. Rogers, Jr.
Number of Meetings
in 1998: 1
Functions: Reports to the Board periodically on the effectiveness
and funded status of the Company's retirement and
401(k) plans.
Public Issues Committee
Number of Members: 3
Members: Betty L. Siegel, Ph.D., Chairman
Thomas F. Chapman
Lee A. Ault, III
Number of Meetings
in 1998: 1
Functions: Monitors significant domestic and international issues
of concern to the shareholders, the Company, the
business community or the general public and makes
recommendations to the Board and Company management.
Nominating Committee
The Board does not have a nominating committee or any other committee that
recommends nominees for election as a Director.
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STOCK OWNERSHIP BY CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The table below shows the number of shares of common stock owned by FMR Corp.
on December 31, 1998, as reported under Section 13(g) of the Securities
Exchange Act of 1934.
<TABLE>
<CAPTION>
Percent of Class (Based on
Beneficial Owner Amount and Nature Number of Shares Outstanding
Name and Address of Beneficial Ownership as of December 31, 1998)
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<S> <C> <C>
FMR Corp. 562,375 Sole Voting Power
82 Devonshire Street 0 Shared Voting Power
Boston, MA 02109 8,336,055 Sole Investment Power
0 Shared Investment Power
8,336,055 Aggregate Amount 5.65%
</TABLE>
The table below shows how much Equifax stock each Director, nominee, and named
Executive Officer beneficially owned as of February 20, 1999.
<TABLE>
<CAPTION>
Percent of Class (Based
on Number of Shares
Amount and Nature Outstanding as of
Name of Beneficial Ownership(/1/) February 20, 1999)
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<S> <C> <C>
James J. Allhusen 19,496 *
Lee A. Ault, III 97,981 *
Thomas F. Chapman 566,033 *
John L. Clendenin 9,273 *
C. Richard Crutchfield 102,148 *
A. William Dahlberg 8,873 *
Robert P. Forrestal 5,582 *
L. Phillip Humann 9,873 *
Lee A. Kennedy 223,854 *
William R. Phinney 65,487 *
Larry L. Prince 8,873 *
D. Raymond Riddle 15,873 *
C. B. Rogers, Jr. 1,554,244 *
Betty L. Siegel, Ph.D. 8,025 *
Louis W. Sullivan, M.D. 7,473 *
Jacquelyn M. Ward 600 *
All Directors and
Executive Officers as a
Group (22 persons) 3,225,226 2.2%
</TABLE>
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*Less than 1%
(/1/) Includes shares held in the Company 401(k) Savings Plan and stock options
exercisable on February 20, 1999, or 60 days thereafter, as follows: Mr.
Allhusen -- 61 Savings Plan shares and 16,500 option shares; Mr. Ault --
6,873 option shares; Mr. Chapman -- 5,763 Savings Plan shares and 413,105
option shares; Mr. Crutchfield -- 434 Savings Plan shares and 63,352
option shares; Mr. Dahlberg -- 6,873 option shares; Mr. Forrestal -- 2,291
option shares; Mr. Humann -- 6,873 option shares; Mr. Kennedy -- 30,061
Savings Plan shares and 145,479 option shares; Mr. Phinney -- 6,816
Savings Plan shares and 38,004 option shares; Mr. Prince -- 6,873 option
shares; Mr. Riddle -- 6,873 option shares; Mr. Rogers -- 508,631 option
shares; Dr. Siegel -- 6,873 option shares; and Dr. Sullivan -- 6,873
option shares. As of February 20, 1999, the total shares for all Directors
and Executive Officers as a Group was 60,690 Savings Plan shares and
1,705,755 option shares.
8
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SECTION 16(A)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on Company records and other information, Equifax believes that each of
its Directors and Executive Officers complied with all applicable Securities
and Exchange Commission filing obligations for 1998.
COMPENSATION OF DIRECTORS
The compensation of non-employee Directors consists of cash and stock options.
Employee Directors are not paid for their service as a Director. The Company's
bylaws require all Directors to own Company stock before taking office and
while serving as a Director.
Non-employee Director compensation consists of:
Director Fees.
<TABLE>
<S> <C>
Annual Board membership fee, Chairman $30,000
Annual Board membership fee (except Chairman) $20,000
Annual Executive Committee membership fee, Chairman $16,000
Annual Executive Committee membership fee (except Chairman) $ 4,000
Annual Committee Chairman fee (except Executive Committee) $ 4,000
Attendance fee for each Board and Committee meeting $ 1,000
</TABLE>
Deferred Compensation Plan. Under this plan, up to 100% of a non-employee
Director's fees may be deferred and invested in either Equifax common stock
units or in an interest bearing account. Each common stock unit is equal in
value to a share of Equifax common stock, and when paid, is made in the form
of cash. These common stock units earn additional Equifax common stock units
equal in value to dividends paid on shares of common stock. These units are
credited to the Directors' accounts on the date common stock cash dividends
are paid. All deferred fees are held in the general funds of the Company.
Interest on fees held in the interest bearing account is credited monthly to
directors' accounts at the prime lending rate on the first day of each month
as reported in the Wall Street Journal. In general, deferred amounts are not
paid until after the director retires from the Board. The amounts are then
paid, at the Director's option, either in a lump sum or in annual installments
over a period of up to ten years. All Directors now participating in the Plan
have elected to invest all deferred fees in Equifax common stock units.
Stock Option Plan. Each year on the date of the annual shareholders meeting,
non-employee Directors also receive an option to purchase 2,000 shares of
Equifax common stock. The exercise price is equal to the fair market value
that day. These options can be exercised one year after award and expire five
years from the date they are awarded.
Equifax has a consulting agreement with C. B. Rogers, Jr. which began January
1, 1996, and ends December 31, 1999. Under this agreement, Mr. Rogers is
available up to 26 weeks per year for consultation, representation, and other
duties (excluding service as a director). For these services, Equifax pays him
$250,000 per year.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998, the Management Compensation Committee members were Larry L.
Prince (Chairman), L. Phillip Humann and Robert P. Forrestal.
During 1998, the Executive Committee members were C. B. Rogers, Jr.
(Chairman), Thomas F. Chapman, John L. Clendenin and D. Raymond Riddle. Mr.
Chapman is an Executive Officer of the Company. Mr. Rogers was an Executive
Officer of the Company from 1987 until his retirement on December 31, 1995.
In 1998, 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
owed during 1998 to Wachovia Bank of Georgia, N.A. was $173.9 million. The
highest amount owed to SunTrust Bank, Atlanta in 1998 was $62.5 million. The
Company
9
<PAGE>
was charged competitive rates of interest. The Company currently has a
committed revolving credit agreement with Wachovia Bank of Georgia, N.A. and
SunTrust Bank, Atlanta and nine other commercial banks. Under this loan
facility, the Company can borrow up to $750 million for general corporate
purposes over a five-year period. Wachovia Bank of Georgia, N.A. serves as
Agent under this Loan Agreement. Rates of interest charged under this Loan
Agreement are competitive. The highest amount borrowed by the Company under
this revolving loan facility during 1998 was $265.0 million.
Mr. Clendenin is a Director of Wachovia Corporation, the parent of Wachovia
Corporation of Georgia. SunTrust Bank, Atlanta is owned by SunTrust Bank of
Georgia. SunTrust Banks, Inc. owns SunTrust Bank of Georgia. Mr. Humann is
Chairman and Chief Executive Officer of SunTrust Banks, Inc., and Mr. Prince
serves as a Director of SunTrust Banks, Inc.
Mr. Ault serves as a Director of Bankers Trust Corporation, the parent of BT
Alex. Brown, an investment banking firm that performed services for the
Company during 1998.
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL AGREEMENTS
The Company has Change in Control Agreements with Messrs. Chapman, Kennedy,
Allhusen, Crutchfield and Phinney. These Agreements have renewable five-year
terms and become effective only upon a change in control of the Company. A
"change in control" is generally defined by the Agreements to mean (i) an
accumulation by any person, entity or group of twenty percent or more of the
combined voting power of the Company's voting stock or (ii) a business
combination resulting in the shareholders immediately prior to the combination
owning less than two-thirds of the common stock and combined voting power of
the new company or (iii) a sale or disposition of all or substantially all of
Company assets, or (iv) a complete liquidation or dissolution of the Company.
If any of these events happen, and the executive's employment terminates
within two or three years after the date of the change in control, other than
from death, disability, cause or for "good reason," he or she is entitled to
severance pay and other benefits described in the Agreements. The severance
payment is equal to two or three times the sum of (i) that executive's highest
annual salary for the twelve months prior to termination, and (ii) the
executive's highest bonus for the three years prior to termination. Benefits
payable under this Agreement and other compensation or benefit plans of the
Company are not reduced because of Section 280G of the Internal Revenue Code.
Any payments the executive receives will be increased, if necessary, so that
after taking into account all taxes he or she would incur as a result of those
payments, the executive would receive the same after-tax amount he or she
would have received had no excise tax been imposed under Section 4999 of the
Code. No payments have been made to any Executive Officer under these
Agreements.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Who Determines Executive Officer Compensation
Prior to October 28, 1998, the Management Compensation Committee approved the
Chief Executive Officer's compensation and incentive compensation plans and
compensation policies for all Executive Officers. The Executive Committee set
salaries for Executive Officers, except the Chief Executive Officer, under
guidelines of the Management Compensation Committee, and at year-end, the
Management Compensation Committee reviewed all Executive Officer salary
decisions made during the year.
Beginning October 28, 1998, the Management Compensation Committee sets the
salaries and approves the incentive compensation plans and awards and
compensation policies for all Executive Officers. The salary and incentive
compensation of the Chief Executive Officer must be ratified by the Board of
Directors.
The Management Compensation Committee is composed of independent, non-employee
directors. Each member of the Management Compensation Committee meets the
definition of a "non-employee director" under Rule 16b-3 of the Securities
Exchange Act of 1934, and is an "outside director" within the meaning of
Section 162(m) of the Internal Revenue Code.
10
<PAGE>
The Management Compensation Committee has set goals for the Executive Officer
compensation program to ensure that it supports the Company's overall
objective of enhancing shareholder value.
Program goals include:
. Offer market competitive total compensation opportunities to attract and
retain talented executives.
. Provide strong links between Company performance and total compensation
earned.
. Emphasize long-term performance of the Company.
. Encourage and facilitate Executive Officer stock ownership.
The Committee also believes it is important for the Company to be eligible to
deduct compensation expense for income tax purposes. Section 162(m) of the
Internal Revenue Code limits this tax deduction to $1 million for the
Executive Officers named in the compensation tables on the following pages,
unless certain requirements are met. One requirement is that all members of
the Management Compensation Committee be "outside directors," and the Company
meets this requirement. The Committee approves goals and awards under the
compensation plans of the Company as required by Section 162(m). Also, Section
162(m) requires that the Company's shareholders approve these compensation
plans. To meet this requirement, the Committee recommended, and the
shareholders approved, amendments to the Company's Omnibus Stock Incentive
Plan (in 1994) and the Company's Performance Share Plan (in 1996).
The Committee believes 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. Some of these companies are included in both this
group and the group used for shareholder return comparisons.
To provide additional emphasis on the importance of executive stock ownership,
the Company introduced share ownership guidelines for senior executives in
1996. These guidelines have been established at levels consistent with those
in other companies who have taken similar steps and, beginning in 1998, they
were extended to a total of approximately 200 Company executives.
Executive Officer Compensation
Executive Officer compensation includes several principal elements: base
salary, annual incentive and long-term incentives. The Committee's goal is to
set salaries and target incentive opportunities at a median competitive level
and to reward outstanding performance with above-market total compensation.
Salary: Executive Officer salaries are determined on the basis of competitive
market data, job performance, level of responsibility and other factors.
Salary reviews are normally scheduled at 12 month intervals.
Mr. Chapman's base annual salary was established at $500,000, effective
January 1998. In setting this salary, the Committee considered competitive
salaries and Mr. Chapman's personal performance and tenure in his position.
Annual Incentive: Annual performance objectives are set at the beginning of
each year, based primarily upon financial plans approved by the Board. A
minimum level of performance is set, and no incentive is paid below this
level. Also, levels of performance are established for target and maximum
incentive awards.
In 1998, the Company's revenues, earnings, and after-tax profit minus the cost
of capital employed were the primary criteria used in determining the annual
incentive award earned by Mr. Chapman. For other Executive Officers, Company
financial results, business unit financial results, and certain non-financial
goals were considered, depending on their job role.
11
<PAGE>
Incentives earned above a designated amount are awarded only in restricted
stock. Also, Executive Officers may elect to voluntarily defer 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 long-term performance of the
Company.
Mr. Chapman's target annual incentive opportunity during 1998 was 70% of his
base salary, with a maximum opportunity of 210%. His earned award for 1998 was
18% of salary.
Performance Shares: Executive Officers participate in a performance share
plan, with awards earned primarily on the basis of after-tax profit minus the
cost of capital employed. Also, 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.
The value of performance share awards earned will be determined by the
Company's stock price as of the date of the award. Awards earned are paid out
to Executive Officers at least one-half in Company common stock, which is
consistent with the Committee's objective with respect to executive stock
ownership.
Mr. Chapman and other Executive Officers earned payments of performance share
units for Company performance for the measurement period 1996 through 1998.
Earned awards were paid in shares of Company common stock and cash, and
represented a payout of approximately 75% of the maximum opportunity available
under the award. Company performance during the period substantially exceeded
the established goal of improvement in after-tax profit minus the cost of
capital employed. The stock price appreciation goal for the measurement period
also was exceeded.
Stock Options: The Company also grants stock options to Executive Officers.
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. Also, the past performance of the Company
will not directly affect option grant determinations. In 1996, the Company
modified its practice of awarding annual grants to Executive Officers at
market price. To provide maximum incentive for achieving growth in the
Company's stock price, the Committee now awards grants less frequently than
annually to certain executives, but for a larger number of shares than would
normally be awarded in an annual grant. Those grants contain various exercise
prices, with the lowest exercise price being the market price on the date of
grant. In 1998, only 20% of the total option shares granted to most Executive
Officers receiving grants contained exercise prices equal to the market price
on the date of grant; the remaining 80% contained exercise prices 20% to 50%
above the current market price. With this approach, no gains will be available
to executives on a substantial majority of the option shares unless
shareholders experience significant stock price appreciation.
Restricted Stock: Executive Officers may elect to receive any earned annual
incentive in the form of cash or restricted stock. Consequently, any prior
restricted stock grants have no bearing on approval of the new award. The
restricted stock vests after three years of continuous service. To encourage
voluntary deferrals into stock and in recognition of the substantial risk of
forfeiture assumed by the executive, as well as the associated market risk and
deferral of economic benefits of current cash compensation, the Committee
granted incremental shares of stock equal to 20% of the cash award earned. For
1998 annual incentive awards, all eligible Executive Officers voluntarily
elected to receive restricted stock instead of cash incentive payments for all
or part of their total earned awards.
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 Executive Committee
Committee
C. B. Rogers, Jr., Chairman Thomas F. Chapman
Larry L. Prince, Chairman John L. Clendenin
L. Phillip Humann D. Raymond Riddle
Robert P. Forrestal
12
<PAGE>
EXECUTIVE OFFICER COMPENSATION
The table below shows the before-tax compensation for the last three years for
the Chief Executive Officer and the four next highest paid Executive Officers
at the end of 1998.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
---------------------------------- ----------------------------------
Awards Payouts
------------------------ ---------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Salary Bonus Compensation Awards Options Payouts Compensation
Principal Position Year ($) ($)(/1/) ($)(/2/) ($)(/1/)(/3/) (#) ($) ($)(/4/)
- ------------------ ---- ------- -------- ------------ ------------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas F. Chapman 1998 496,186 71,450 11,562 21,435 200,000 1,169,275 4,800
President and Chief 1997 369,808 315,017 14,129 94,505 0 963,697 5,472
Executive Officer 1996 325,000 300,641 212,499 120,257 171,836 465,150 4,950
Lee A. Kennedy 1998 323,568 278,515 2,328 37,135 1,000 389,740 4,800
Executive Vice 1997 242,725 148,566 2,374 19,809 0 361,391 5,472
President and Group
Executive
James J. Allhusen 1998 287,500 175,743 230,127 40,165 31,000 0 0
Executive Vice
President and Group
Executive
C. Richard Crutchfield 1998 228,079 71,845 0 24,633 20,500 259,826 4,800
Executive Vice 1997 203,310 55,679 2,328 155,901 8,018 200,744 4,800
President, Group
Executive, and Chief
Technology Officer
William R. Phinney 1998 153,868 0 0 168,706 8,000 0 4,800
Executive Vice
President and Group
Executive
</TABLE>
- --------
(/1/) The "Bonus ($)" 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/) "Other Annual Compensation" includes allowances for payroll taxes
associated with providing executive financial planning and tax services
and club memberships. For Mr. Allhusen, this amount includes relocation
expenses associated with his move to Atlanta.
(/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, 1998, total restricted stock awards
outstanding and related fair market values were as follows: Mr. Chapman --
14,526 shares ($496,608); Mr. Kennedy -- 606 shares ($20,708); Mr.
Crutchfield -- 4,769 shares ($163,040) and Mr. Phinney -- 6,081 shares
($207,894). 100% were awarded as restricted stock grants in lieu of cash
bonus payments to these officers.
(/4/) Column "All Other Compensation" includes Company 401(k) matching
contribution in the maximum amount of $4,800 for each officer.
13
<PAGE>
STOCK OPTIONS
A stock option allows an individual to purchase shares of common stock at a
fixed price (the exercise price) for a set period of time. In general, whether
exercising stock options is profitable to the Executive Officer depends on the
relationship between the common stock market price and the option exercise
price. At any given time, "vested" options can be "in the money" or "out of
the money," depending on the current market price of the stock.
Consistent with Company policy, no stock appreciation rights were awarded to
Executive Officers and no stock options were repriced during 1998.
The following two tables give more information on stock options.
OPTION/SAR GRANTS IN LAST FISCAL YEAR(/1/)(/2/)
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------------------
Potential Realizable
Value at Assumed
Number of % of Total Exercise Annual Rates of Stock
Securities Options or Price Appreciation
Underlying Granted to Base for Option Term(/3/)
Options Employees in Price Expiration ---------------------
Name Granted (#)(/1/)(/2/) Fiscal Year ($/Share) Date 5% 10%
---- --------------------- ------------ --------- ---------- ---------------------
<S> <C> <C> <C> <C> <C> <C>
Thomas F. Chapman 25,000 .885 32.6875 1/28/08 513,925 1,302,386
25,000 .885 39.2250 1/29/08 350,487 1,138,949
25,000 .885 42.4938 1/30/08 268,767 1,057,229
25,000 .885 45.7625 1/31/08 187,050 975,511
100,000 3.538 49.0313 1/31/08 421,319 3,575,166
Lee A. Kennedy 1,000 .035 37.2500 6/01/08 23,426 59,367
James J. Allhusen 6,000 .212 32.6875 1/28/08 123,342 312,573
6,000 .212 39.2250 1/29/08 84,117 273,348
6,000 .212 42.4938 1/30/08 64,504 253,735
6,000 .212 45.7625 1/31/08 44,892 234,123
6,000 .212 49.0313 2/01/08 25,279 214,510
1,000 .035 37.2500 6/01/08 23,426 59,367
C. Richard Crutchfield 4,000 .142 32.6875 1/28/08 82,227 208,382
4,000 .142 39.2250 1/29/08 56,077 182,232
4,000 .142 42.4938 1/30/08 43,003 169,156
4,000 .142 45.7625 1/31/08 29,928 156,082
4,000 .142 49.0313 1/31/08 16,852 143,007
500 .018 37.2500 6/01/08 11,713 29,683
William R. Phinney 7,000 .248 32.6875 1/28/08 143,899 364,668
1,000 .035 37.2500 6/01/08 23,426 59,367
</TABLE>
- --------
(/1/) Options have a ten-year term and 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 140% of fair market value which are vested on grant
date. The options with an expiration date of 6/01/08 will vest on 6/01/01
(3 years from grant date).
(/2/) The exercise price may be paid in cash or cash equivalent acceptable to
the Management Compensation Committee or by the surrender of shares of
common stock held for at least six months with an aggregate fair market
value which is not less than the option price.
(/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.
14
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options as Options as
of 12/31/98 (#) of 12/31/98 ($)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable(/1/)
---- --------------- ------------ --------------- ---------------------
<S> <C> <C> <C> <C>
Thomas F. Chapman 10,310 $327,117 345,145/168,736 $4,468,218/$1,194,873
Lee A. Kennedy 0 0 131,731/25,059 $2,713,112/$388,415
James J. Allhusen 0 0 12,000/19,000 $ 0/$9,000
C. Richard Crutchfield 0 0 53,478/25,960 $1,051,163/$198,869
William R. Phinney 0 0 31,098/15,596 $ 716,762/$149,867
</TABLE>
- --------
(/1/) Represents aggregate excess of market value of shares under option as of
December 31, 1998, over the exercise price of the options.
PERFORMANCE SHARE PLAN
Under the 1988 Performance Share Plan for Officers, eligible employees may
receive nontransferable performance share units. A performance share unit is
the right to receive, after a specified performance measurement period, an
award of up to a specified maximum number of shares of common stock. The
number of shares awarded depends on whether established goals for the
measurement period are achieved.
The following table lists 1998 grants of performance share units to the named
Executive Officers:
Long-Term Incentive Plan -- Awards During Year Ended December 31, 1998
<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>
Thomas F. Chapman 24,000 12/31/00 12,000 24,000 48,000
Lee A. Kennedy 5,000 12/31/00 2,500 5,000 10,000
James J. Allhusen 5,000 12/31/00 2,500 5,000 10,000
C. Richard Crutchfield 5,000 12/31/00 2,500 5,000 10,000
William R. Phinney 3,500 12/31/00 1,750 3,500 7,000
</TABLE>
The value ultimately received depends on the number of units approved for
payment and the value of the common stock on the date payouts are approved,
plus dividends accrued over the measurement period when the restrictions
lapse. If an employee resigns or is terminated "for cause," all of the
employee's undistributed performance units, as well as accrued dividends, will
be forfeited and canceled. Once awards are earned and payments approved,
shares of common stock and cash are distributed to the employee free of
restrictions and conditions.
15
<PAGE>
STOCK PERFORMANCE GRAPH
The compound annual total returns to Equifax shareholders since 1993 have been
25%. Total returns mean share price increase plus dividends paid, with
quarterly dividends reinvested. The graphs below show the relative investment
performance of Equifax stock, the S&P 500 and the D J Other Ind Services over
the last five and ten years.
[STOCK PERFORMANCE GRAPH APPEARS HERE]
Equifax S&P D J Other
Inc. 500 Ind Services
---------- --------- ------------
12/93 $100 $100 $100
12/94 99 101 97
12/95 163 139 124
12/96 236 171 135
12/97 309 229 155
12/98 301 294 184
16
<PAGE>
[GRAPH APPEARS HERE]
RETIREMENT PLANS
The Equifax Retirement Plan ("ERP") provides benefits based on length of
service with the Company and a participant's average total earnings (base
salary and bonus) up to a maximum of either 125% of base salary, or base
salary plus 75% of other earnings, whichever is greater. ERP benefits are
computed by averaging the employee's total earnings (base salary and bonus)
for the highest paid thirty-six consecutive month period prior to retirement.
Equifax also has another retirement plan named the Supplemental Executive
Retirement Plan ("SERP") under which certain executives may receive additional
pension benefits after retirement based on years of credited service (up to 40
years) and final average earnings (base salary and bonus). SERP benefits
generally are computed by either multiplying an employee's average total
earnings by 1.5%, multiplied by years of credited service, as defined in the
SERP, up to 40 years, or average total earnings multiplied by 3%, multiplied
by years of credited service, up to 20 years, for the most Senior Executive
Officer participants.
17
<PAGE>
The following table shows the annual retirement benefits that would be payable
at normal retirement (age 65 or later) on January 1, 1999. Benefits are shown
for various rates of final average earnings and years of service payable under
the ERP and SERP.
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>
As of December 31, 1998, the only named Executive Officer eligible for both
the ERP and the SERP was Thomas F. Chapman. The other named Executive Officers
are eligible only for the ERP, which is the Company's tax qualified retirement
plan available to all U.S. employees.
The credited years of service for each of the named Executive Officers as of
December 31, 1998 were as follows: Thomas F. Chapman -- 9 years; Lee A.
Kennedy -- 17 years; James J. Allhusen -- 1 year; C. Richard Crutchfield -- 12
years; and William R. Phinney -- 10 years.
The ERP benefits are computed in the form of a life annuity without
survivorship benefits; however, survivorship benefits are available and are
computed as the actuarial equivalent of the life annuity. The SERP benefits
are provided in the same form as the ERP benefits. SERP benefits are reduced
for ERP benefits and are paid without regard to limitations under federal
Internal Revenue Code Sections 401(a) and 415. Neither ERP or SERP benefits
are reduced for Social Security benefits.
ITEMS REQUIRING YOUR VOTE
The following two items will be voted on at the meeting. Equifax will present
each item.
ITEM 1 -- ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, elected for three years.
The Board of Directors nominated the following Directors for terms expiring in
2002: Thomas F. Chapman; Robert P. Forrestal; D. Raymond Riddle; and Betty L.
Siegel.
The Board of Directors recommends you vote "FOR" all nominees named in Item 1.
ITEM 2 -- APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors selects and hires independent
public accountants to audit Equifax's books of account and other corporate
records. The Company's shareholders must approve the Audit Committee's
selection of the Company's independent public accountants for 1999.
The Audit Committee selected Arthur Andersen LLP to audit Equifax's books of
account and other corporate records for 1999. Arthur Andersen has audited
Equifax's books since 1948, and we believe they are well
18
<PAGE>
qualified for this job. Representatives of Arthur Andersen LLP will be at the
annual meeting to answer appropriate questions and to make a statement, if
desired.
The Board of Directors recommends you vote "FOR" Item 2.
SHAREHOLDER PROPOSALS FOR INCLUSION IN THE 2000 PROXY STATEMENT
The deadline for shareholder proposals to be included in the proxy materials
for next year's annual meeting is November 25, 1999.
OTHER SHAREHOLDER PROPOSALS
Any shareholder proposals that a shareholder intends to present at next year's
annual meeting other than through inclusion in the proxy materials must also
be received no later than November 25, 1999.
HOW WE SOLICIT PROXIES
Equifax pays the cost of soliciting proxies. We are paying Morrow & Co., Inc.
a fee of $6,500, plus expenses, to help with the solicitation. We will also
reimburse brokers, nominees, fiduciaries and other custodians for their
reasonable fees and expenses for sending these materials to you and getting
your voting instructions. In addition to this mailing, Equifax employees may
solicit proxies in person, by telephone, facsimile transmission or
electronically.
ANNUAL REPORT
With this booklet, we are sending you Equifax's 1998 Annual Report, including
consolidated financial statements.
QUESTIONS
If you have questions or need more information about the annual meeting, write
to:
Marietta Edmunds Zakas, Secretary
Equifax Inc.
P.O. Box 4081
Atlanta, Georgia 30302
OTHER BUSINESS
We do not expect any business to come up for shareholder vote other than the
items described in this proxy statement. If other business is properly raised,
your proxy card authorizes the people named as proxies to vote as they think
best.
By Order of the Board of Directors,
/s/ Marietta Edmunds Zakas
--------------------------
Marietta Edmunds Zakas
Secretary
Atlanta, Georgia
March 25, 1999
19
<PAGE>
<PAGE>
PROXY
EQUIFAX INC.
By this document, the shareholder whose name appears below (the
"Shareholder") appoints C. B. Rogers, Jr.; Thomas F. Chapman; 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 Shareholder in Equifax
Inc. at the Annual Meeting of Shareholders to be held May 6, 1999, and at all
adjournments of that meeting for the following purposes:
(1) ELECTION OF DIRECTORS
[_] FOR all nominees listed [_] WITHHOLD AUTHORITY to
below (except as marked to vote for all nominees
the contrary below) below
Thomas F. Chapman; Robert P. Forrestal; D. Raymond Riddle and Betty L
Siegel.
(Instruction: To withhold authority to vote for any individual nominee(s),
write the nominee's name(s) below.)
- --------------------------------------------------------------------------------
(2) APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE COMPANY FOR THE YEAR 1999.
[_] FOR [_] AGAINST [_] ABSTAIN
(3) In their discretion, upon those other matters in connection with the
matters described above or otherwise as may properly come before the meeting,
or any adjournment of the meeting, all as set forth in the Notice of the Annual
Meeting and Proxy Statement, as dated, receipt of which the Shareholder
acknowledges.
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.
__________________________________
----------------------------------
(SIGNATURE OF SHAREHOLDER)
Dated ______________________, 1999
IMPORTANT: Please date this proxy
and sign exactly as your name or
names appear on this proxy card.
If stock is held jointly, signa-
ture should include both names.
Executors, administrators, trust-
ees, guardians and others signing
in a representative capacity,
please give your full title(s).
IMPORTANT: PLEASE SIGN PROXY EXACTLY AS YOUR PRINTED NAME OR NAMES APPEAR ON
THIS PROXY.
