UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February
19, 2015
EQUIFAX INC.
(Exact name of Registrant as Specified in
its Charter)
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Georgia
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1-6605
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58-0401110
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(State or other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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1550 Peachtree Street, N.W.
Atlanta,
Georgia
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30309
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including
area code:
(404) 885-8000
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 3.03
related to the Amendment (as defined therein) is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth in Item 3.03
related to the Amendment is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security
Holders.
The Company and American Stock Transfer
& Trust Company, LLC, as successor Rights Agent to SunTrust Bank (the “Rights Agent”), have executed an Amendment
(the “Amendment”), dated as of February 19, 2015, to that certain Amended and Restated Rights Agreement dated as of
October 14, 2005 between the Company and SunTrust Bank, originally dated as of October 25, 1995 and amended as of July 7, 2001
(as so amended, the “Rights Agreement”), regarding the Company’s common share purchase rights (the “Rights”).
The Amendment will have the effect
of causing the Rights Agreement and the Rights to terminate on February 19, 2015.
The description contained herein of the
Amendment is qualified in its entirety by reference to the terms of such document, which is attached hereto as an exhibit and incorporated
herein by this reference.
Item 9.01.
Financial Statements and Exhibits
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4.1
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Amendment to Rights Agreement dated
February 19, 2015 between the Company and American Stock Transfer & Trust Company, LLC, as successor Rights
Agent, to the Amended and Restated Rights Agreement dated as of October 14, 2005 between the Company and SunTrust
Bank, as Rights Agent.
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99.1
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Press Release dated February 19, 2015.
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SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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EQUIFAX INC.
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By:
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/s/ John J. Kelley III
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John J. Kelley III,
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Corporate Vice President and Chief Legal Officer
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Dated: February 20, 2015
EXHIBIT INDEX
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Exhibit No.
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Exhibit
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4.1
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Amendment to
Rights Agreement dated February 19, 2015 between the Company and American Stock Transfer & Trust Company, LLC, as
successor Rights Agent, to the Amended and Restated Rights Agreement dated as of October 14, 2005 between the Company
and SunTrust Bank, as Rights Agent.
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99.1
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Press Release dated February 19, 2015.
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EXHIBIT 4.1
amendment
to rights agreement
Amendment, dated as
of February 19, 2015 (this “Amendment”), by and between Equifax Inc. (the “Company”) and American Stock
Transfer & Trust Company, LLC, as duly appointed rights agent (the “Rights Agent”) and successor to SunTrust Bank
as Rights Agent, to the Amended and Restated Rights Agreement, dated as of October 14, 2005 (the “Rights Agreement”),
by and between Equifax Inc. (the “Company”) and SunTrust Bank, as Rights Agent.
WHEREAS, the parties
hereto desire to amend the Rights Agreement to advance the Final Expiration Date of the Rights Agreement to February 19, 2015;
and
WHEREAS, pursuant to
Section 26 of the Rights Agreement, on February 19, 2015, the Board of Directors of the Company approved an amendment to the Rights
Agreement;
NOW, THEREFORE, the parties
hereto agree as follows:
1.
The definition of “Final Expiration Date” set forth in Section 1 of the Rights Agreement is hereby amended and
restated in its entirety as follows:
““Final
Expiration Date” means the close of business on February 19, 2015.”
2.
Exhibits A and B to the Rights Agreement shall be deemed amended in a manner consistent with this Amendment.
3.
Capitalized terms used without other definition in this Amendment are used as defined in the Rights Agreement.
4.
This Amendment shall be deemed to be a contract made under the internal substantive laws of the State of Georgia and for
all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.
5.
The Rights Agreement will not otherwise be supplemented or amended by virtue of this Amendment, but will remain in full
force and effect.
6.
This Amendment shall be executed in any number of counterparts and each of such counterparts will for all purposes be deemed
to be an original, and all such counterparts shall together constitute one and the same instrument. A signature to this Agreement
transmitted electronically will have the same authority, effect and enforceability as an original signature.
7.
This Amendment shall be effective as of the date first above written and all references to the Rights Agreement shall, from
and after such time, be deemed to be references to the Rights Agreement as amended hereby.
8.
The undersigned officer of the Company, being duly authorized on behalf of the Company, hereby certifies in his or her capacity
as an officer on behalf of the Company to the Rights Agent that this Amendment is in compliance with the terms of Section 26 of
the Rights Agreement.
9.
By its execution and delivery hereof, the Company directs the Rights Agent to execute this Amendment.
IN WITNESS WHEREOF,
this Amendment has been duly executed by the Company and the Rights Agent as of the effective time stated above.
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EQUIFAX INC.
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By:
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/s/ Dean C. Arvidson
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Name:
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Dean C. Arvidson
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Title:
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Senior Vice President &
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Corporate Secretary
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AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent
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By:
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/s/ Barbara J. Robbins
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Name:
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Barbara J. Robbins
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Title:
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Sr. Vice President
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EXHIBIT 99.1
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1550 Peachtree Street, N.W. Atlanta, Georgia 30309
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NEWS RELEASE
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Contact:
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Jeff Dodge
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Tim Klein
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Investor Relations
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Media Relations
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(404) 885-8804
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(404) 885-8555
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jeff.dodge@equifax.com
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tim.klein@equifax.com
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Equifax
Inc. Announces Termination of Shareholder Rights Plan
ATLANTA, February 19, 2015
— Equifax Inc. (NYSE:
EFX) today announced that its Board of Directors voted to terminate the company’s shareholder rights plan effective February
19, 2015. Shareholders do not have to take
any action as a result of this termination.
Richard F. Smith, chairman and chief executive officer, commented,
“Our Board of Directors recently conducted a review of our corporate governance practices including our shareholder rights
plan, sometimes called a “poison pill.” In reaching its decision to terminate the plan at this time,
the Board took into careful consideration shareholder feedback received as part of our ongoing shareholder outreach and engagement
process."
About Equifax
Equifax is a global leader in consumer, commercial and workforce
information solutions that provide businesses of all sizes and consumers with insight and information they can trust. Equifax organizes
and assimilates data on more than 600 million consumers and 81 million businesses worldwide. The company’s significant
investments in differentiated data, its expertise in advanced analytics to explore and develop new multi-source data solutions,
and its leading-edge proprietary technology enable it to create and deliver unparalleled customized insights that enrich both the
performance of businesses and the lives of consumers.
Headquartered in Atlanta, Equifax operates or has investments
in 19 countries and is a member of Standard & Poor's (S&P) 500® Index. Its common stock is traded on the New
York Stock Exchange (NYSE) under the symbol EFX. In 2014, Equifax was nominated as a Bloomberg BusinessWeek Top 50 company; its
CIO was listed as one of the top 100 by CIO magazine; and the company was named to the Fintech 100 list, was recognized as a top
20 company to work for by the Atlanta Journal-Constitution, and was named a 2014 InformationWeek Elite 100 Winner. For more information,
please visit
www.equifax.com
.