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 22, 2019
Equifax Inc.
(Exact Name of Registrant as Specified in Charter)
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Georgia
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001-06605
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54-0401110
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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:
☐ 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. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On February 22, 2019, the Board of Directors (the “Board”) of Equifax Inc. (the
“Company”) elected Heather H. Wilson as an independent director, to serve a term expiring at the Company’s 2019 Annual Meeting of Shareholders. She will also serve on the Board’s Technology Committee. With the election of
Ms. Wilson, the size of the Board is set at ten directors, nine of whom are independent.
The Board has determined that Ms. Wilson
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. Wilson 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 selection of Ms. Wilson was
not pursuant to any arrangement or understanding between her and any other person.
Ms. Wilson 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, which includes receipt of
a one-time initial
grant of restricted stock units that vest over a three-year period, with a grant date market value of $175,000, in connection with her election to the Board. Ms. Wilson will
also enter into the Company’s standard form of indemnification agreement for directors.
A copy of the Company’s press release
announcing Ms. Wilson’s election is attached hereto as Exhibit 99.1 and incorporated by reference herein.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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.
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Equifax Inc.
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By:
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/s/ John J. Kelley III
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Name:
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John J. Kelley III
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Title:
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Corporate Vice President,
Chief Legal Officer and Corporate Secretary
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Date: February 22, 2019
Exhibit 99.1
FOR IMMEDIATE RELEASE
Equifax names Heather H. Wilson as new independent director
ATLANTA – Feb. 22, 2019
–
Equifax Inc.
(NYSE: EFX) today announced that Heather H. Wilson, chief data scientist of L Brands, Inc. (NYSE:LB), has been appointed to its board of
directors. She will also serve on the board’s Technology Committee. The Equifax Board now consists of ten directors, including nine independent directors.
“We are excited to have Heather’s expertise and broad experience in data and analytics available to our board and to our business leaders,” said Mark W. Begor, CEO of Equifax. “Her
deep knowledge of data science and its impact on business transformation across several industries will surely benefit our company and our customers for many years.”
“Heather is an accomplished business leader who brings a tremendously rich background to our board as a pioneer in data with over a decade of executive experience in data, analytics and artificial
intelligence and is recognized as a world-class big data expert,” said Mark L. Feidler,
non-executive
chairman of Equifax. “We appreciate her strong experiences in technology and driving innovation
and we are confident that she will add great value to our board of directors and that Equifax will gain from her insights.”
From 2007 to
2010, Wilson was global head of innovation and advanced technology at Kaiser Permanente with responsibility for overseeing the strategies and implementation of leading edge data-driven analytical programs. From 2010 to 2012, Wilson was chief
data officer of Citigroup and Global Head of Decision Sciences responsible for spearheading new analytical capabilities companywide. From 2012 to 2016, Wilson was chief data officer at American International Group, Inc. (AIG), with responsibility of
the firm’s data program and next generation data infrastructure. Wilson has served as chief data scientist of L Brands, an American fashion retailer where she has led several transformational initiatives over the last three years.
Additionally, Wilson has been a steady supporter of diversity. She launched the Kaiser Permanente Women in Technology group, focused on mentorship and
retention for women in math, technology and science. She was also an executive member of Citi4Women at Citigroup leading predictive analytics around retention, and at AIG she launched Global Women in Technology and served as executive sponsor of
Girls Who Code.
Wilson holds a bachelor’s of business administration with a concentration in International Business from Shenandoah
University and also attended Nanzan University in Japan as a Rotary Scholar and the International University in Moscow, Russia.
ABOUT
EQUIFAX INC.
Equifax is a global information solutions company that uses 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 11,000 employees worldwide. For more
information, visit Equifax.com and follow the company’s news on Twitter and
LinkedIn
.
FOR MORE INFORMATION
Media Relations
MediaInquiries@equifax.com
