Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 1, 2024, the Board of Directors (the “Board”) of Equifax Inc. (the “Company”) appointed Barbara A. Larson as an independent director, to serve a term expiring at the Company’s 2025 Annual Meeting of Shareholders. With the appointment of Ms. Larson, the size of the Board is set at ten directors, nine of whom are independent.
The Board has determined that Ms. Larson is independent and meets the applicable independence requirements of the New York Stock Exchange and the Company’s Guidelines for Determining the Independence of Directors. There have been no transactions since the beginning of the Company’s last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Ms. Larson or any member of her immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.
The appointment of Ms. Larson was not pursuant to any arrangement or understanding between her and any other person.
Ms. Larson will be compensated in accordance with the Company’s previously-disclosed compensation program for its non-employee directors as disclosed in the Company’s most recent proxy statement. Ms. Larson will also enter into the Company’s standard form of indemnification agreement for directors.
A copy of the Company’s press release announcing Ms. Larson’s appointment is attached hereto as Exhibit 99.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 2, 2024, the Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 114,124,308 shares were represented in person or by valid proxy at the Annual Meeting and the Company’s shareholders took the following actions:
1. Election of Directors. Shareholders elected nine directors to serve until the next annual meeting of shareholders and until their successors are elected and qualified. The vote totals for each of these individuals is set forth below:
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|
|
|
|
|
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| Director |
|
Shares For |
|
Shares Against |
|
Shares Abstained |
| Mark W. Begor |
|
109,022,573 |
|
560,817 |
|
49,943 |
| Mark L. Feidler |
|
99,478,693 |
|
7,525,328 |
|
2,629,312 |
| Karen L. Fichuk |
|
109,302,326 |
|
286,903 |
|
44,104 |
| G. Thomas Hough |
|
108,279,410 |
|
1,300,088 |
|
53,835 |
| Robert D. Marcus |
|
103,351,834 |
|
6,229,231 |
|
52,268 |
| Scott A. McGregor |
|
109,181,994 |
|
400,222 |
|
51,117 |
| John A. McKinley |
|
105,770,208 |
|
3,810,621 |
|
52,504 |
| Melissa D. Smith |
|
105,605,238 |
|
3,984,307 |
|
43,788 |
| Audrey Boone Tillman |
|
106,810,303 |
|
2,780,668 |
|
42,362 |
There were 4,490,975 broker non-votes with respect to each director nominee listed above.
2. Advisory Vote to Approve Named Executive Officer Compensation. Shareholders approved, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers. The vote totals were 99,361,137 shares for, 10,166,264 shares against, 105,932 share abstentions and 4,490,975 broker non-votes.
3. Ratification of Appointment of Independent Registered Public Accounting Firm. Shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024. The vote totals were 109,773,935 shares for, 4,301,402 shares against and 48,971 share abstentions.
Item 9.01. Financial Statements and Exhibits.