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): September 25, 2017

 

 

Equifax Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Georgia   001-06605   54-0401110

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1550 Peachtree Street, N.W.

Atlanta, Georgia

  30309
(Address of Principal Executive Offices)   (Zip Code)

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:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 26, 2017, Equifax Inc. (the “Company”) announced that Richard F. Smith (“Smith”) will retire as Chairman and Chief Executive Officer and a director of the Company. The Company and Smith entered into an agreement, dated September 25, 2017 (the “Agreement”), in connection with his retirement, which modifies his existing employment agreement. The Company has not entered into any other arrangement or agreement with Smith in connection with his retirement. The Agreement is attached to this report as Exhibit 10.1 and is incorporated by reference herein.

Effective September 26, 2017, the board of directors of the Company: (i) appointed Paulino do Rego Barros, Jr. as Interim Chief Executive Officer and (ii) appointed director Mark L. Feidler as Non-Executive Chairman.

Mr. Barros, 61, has been President, Asia-Pacific, leading the Company’s Asia-Pacific business, which includes the largest acquisition in the Company’s history – Veda, a leading provider of credit information and analysis in Australia and New Zealand, since June 2017. Mr. Barros was President, U.S. Information Solutions, from November 2015 to June 2017. Prior thereto, he served as President, International, since April 2010. Prior thereto, he founded and served as President of PB&C Global Investments, LLC, an international consulting and investment firm, as well as President of Global Operations for AT&T.

The Company’s press release announcing these events is attached to this report as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1    Agreement, dated September 25, 2017, between Equifax Inc. and Richard F. Smith.
99.1    Press Release dated September 26, 2017.

Exhibit Index

The following exhibits are being furnished with this report:

 

Exhibit
No.

  

Description

10.1    Agreement, dated September 25, 2017, between Equifax Inc. and Richard F. Smith.
99.1    Press Release dated September 26, 2017.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Equifax Inc.
By:  

/s/ John J. Kelley III

Name:   John J. Kelley III
Title:   Corporate Vice President, Chief Legal Officer
  and Corporate Secretary

Date: September 26, 2017

Exhibit 10.1

Agreement

This AGREEMENT (the “Agreement”) made and entered into as of the 25 th of September, 2017, by and between Equifax Inc., a Georgia corporation (the “Company”), and Richard F. Smith (“Mr. Smith”).

This Agreement between Mr. Smith and the Company (collectively, the “Parties”) modifies the Employment Agreement between Mr. Smith and the Company, dated September 23, 2008, and amended December 21, 2012 (the “Employment Agreement”). The Agreement shall not, except as expressly provided herein, waive any right or remedy of the Parties under the Employment Agreement. In consideration of the promises and mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Mr. Smith will retire as CEO and Chairman of the Board, and any other position with Equifax Inc., or any of its affiliates, effective as of September 26, 2017 (the “Transition Date”). The Parties agree that in order to allow the Board of Directors to complete its independent review of the 2017 Equifax data breach and the response thereto, all decisions relating to the characterization of Mr. Smith’s departure and any obligations or benefits owed to Mr. Smith under the Employment Agreement or any plan, program, policy, or practice of the Company will be deferred until the Board of Directors completes that review. The Parties also agree that Mr. Smith will not receive the Annual Bonus Opportunity as described in Section 5(b)(i) of the 2008 Agreement for the period ending December 31, 2017, and Mr. Smith irrevocably disclaims any right he may have to such bonus.

2. For a period of no more than 90 days from the Transition Date, Mr. Smith will provide reasonable assistance to the Company without compensation. In this capacity, Mr. Smith shall be afforded indemnification and advancement rights to the full extent provided in his existing indemnification arrangements and pursuant to all applicable laws.

IN WITNESS THEREOF, the Parties hereto have executed this Agreement on and as of the 25 th of September, 2017.

 

Equifax Inc.

By:

/s/ M.L. Feidler

Its:

Non-Executive Chairman of the Board

/s/ Richard F. Smith

Richard F. Smith

Exhibit 99.1

 

LOGO

For Immediate Release

September 26, 2017

Equifax Chairman, CEO, Richard Smith Retires; Board of Directors Appoints Current Board Member Mark Feidler Chairman; Paulino do Rego Barros, Jr. Appointed Interim CEO; Company to Initiate CEO Search

The Board of Equifax Inc. (NYSE: EFX) today announced that Richard Smith will retire as Chairman of the Board and Chief Executive Officer, effective September 26, 2017. The Board of Directors appointed current Board member, Mark Feidler, to serve as Non-Executive Chairman. Paulino do Rego Barros, Jr., who most recently served as President, Asia Pacific, and is a seven-year veteran of the company, has been appointed as interim Chief Executive Officer, succeeding Smith. The Board will undertake a search for a new permanent Chief Executive Officer, considering candidates both from within and outside the company. Mr. Smith has agreed to serve as an unpaid adviser to Equifax to assist in the transition.

Mark Feidler stated, “The Board remains deeply concerned about and totally focused on the cybersecurity incident. We are working intensely to support consumers and make the necessary changes to minimize the risk that something like this happens again. Speaking for everyone on the Board, I sincerely apologize. We have formed a Special Committee of the Board to focus on the issues arising from the incident and to ensure that all appropriate actions are taken.”

“Our interim CEO, Paulino, is an experienced leader with deep knowledge of our company and the industry. The Board of Directors has absolute confidence in his ability to guide the company through this transition,” Feidler continued.

Richard Smith said, “Serving as CEO of Equifax has been an honor, and I’m indebted to the 10,000 Equifax employees who have dedicated their lives to making this a better company.

“The cybersecurity incident has affected millions of consumers, and I have been completely dedicated to making this right. At this critical juncture, I believe it is in the best interests of the company to have new leadership to move the company forward,” Smith added.

“On behalf of the Board, I express my appreciation to Rick for his 12 years of leadership,” Feidler said. “Equifax is a substantially stronger company than it was 12 years ago. At this time, however, the Board and Rick agree that a change of leadership is in order.”

Feidler is a partner and co-founder of MSouth, a private equity investment firm. He has served as an independent director for Equifax since 2007. Feidler served as president and COO of BellSouth Corporation until its merger with AT&T in December 2006. Previously, from 2000 to 2003, Feidler was the COO of Cingular Wireless, commencing upon the formation of Cingular when BellSouth and AT&T (formerly SBC) merged their domestic wireless operations to form Cingular.

Paulino Barros most recently led the company’s Asia-Pacific business, which includes the largest acquisition in Equifax’s history – Veda, the leading provider of credit information and analysis in Australia and New Zealand. Previously, Barros led the company’s U.S. Information Solutions (USIS) business and prior to that led the company’s International business unit. Prior to Equifax, Barros founded and served as president of PB&C – Global Investments, LLC and previously served in several executive positions at BellSouth Corporation and AT&T, including president of Global Operations for AT&T. His previous experience includes executive and managerial roles at Motorola, Inc., The NutraSweet Company and Monsanto Company.

About Equifax

Equifax is a global information solutions company that uses trusted unique data, innovative analytics, technology and industry expertise to power organizations and individuals around the world by transforming knowledge into insights that help make more informed business and personal decisions.

Headquartered in Atlanta, Ga., Equifax operates or has investments in 24 countries in North America, Central and South America, Europe and the Asia Pacific region. It is a member of Standard & Poor’s (S&P) 500 ® Index, and its common stock is traded on the New York Stock Exchange (NYSE) under the symbol EFX. Equifax employs approximately 10,000 employees worldwide.

Contact:

Ines Gutzmer

Corporate Communications

mediainquiries@equifax.com