UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
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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 (S) 240.14a-11(c) or (S) 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.
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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
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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
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
[GRAPHIC]
EQUIFAX
NOTICE OF 2002 ANNUAL MEETING AND PROXY STATEMENT
[LOGO] MOMENTUM
[EQUIFAX LOGO]
1550 Peachtree Street, N.W.
Atlanta, Georgia 30309
March 30, 2002
DEAR SHAREHOLDERS:
We invite you to attend the 2002 annual meeting of shareholders on Wednesday,
May 1, 2002, at 10:00 a.m. (EST) at the Georgia Center for Advanced
Telecommunications Technology, 250 Fourteenth Street, N.W., Atlanta, Georgia.
At this meeting, you will hear a current report on the activities of the
Company, and you will also have the opportunity to meet your directors and
executives.
Attached are the notice of the meeting and the 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 nominees. Please read these materials so that you'll
know what we plan to do at the meeting. Please review the accompanying proxy
card and provide us with your proxy instructions as soon as possible. This way,
your shares will be voted as you direct even if you cannot attend the meeting.
On behalf of the officers and directors, I thank you for your interest in
Equifax and your confidence in our future.
Very truly yours,
/s/ Thomas F. Chapman
THOMAS F. CHAPMAN
Chairman and Chief Executive Officer
TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS............ 1
PROXY STATEMENT
ABOUT THE MEETING................................... 1
Voting and Proxies............................... 1
Additional Information........................... 3
Shareholder Proposals for 2003 Meeting........... 3
DIRECTORS AND CORPORATE GOVERNANCE.................. 4
Nominees for Terms Ending in 2005 (Item 1)....... 4
Directors Whose Terms End in 2004................ 5
Directors Whose Terms End in 2003................ 6
Compensation of Directors........................ 6
Committees of the Board of Directors............. 7
Certain Relationships and Related Transactions... 9
Information About the Independent Accountants.... 9
Fees Paid to the Independent Accountants..... 9
Board Audit Committee Report................. 10
STOCK OWNERSHIP OF DIRECTORS & EXECUTIVE OFFICERS... 12
Stock Ownership Reporting Compliance............. 13
Stock Ownership by Beneficial Owners............. 13
Stock Performance Graphs......................... 14
EXECUTIVE OFFICER COMPENSATION...................... 17
Report of the Compensation and Human Resources
Committee on Executive Compensation............ 17
Executive Officer Summary Compensation........... 22
Stock Options.................................... 24
Employment Agreements and Change in Control
Agreements..................................... 25
Retirement Benefits.............................. 26
[LOGO]
EQUIFAX
1550 Peachtree Street, N.W.
Atlanta, Georgia 30309
March 30, 2002
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Equifax Inc. will hold its annual meeting of shareholders at the Georgia Center
for Advanced Telecommunications Technology, 250 Fourteenth Street, N.W.,
Atlanta, Georgia, on Wednesday, May 1, 2002, at 10:00 a.m. (EST). The purpose
of the meeting is to vote on the following items:
1. The election of two directors; and
2. Any other matters that may properly come before the meeting.
The record date for the annual meeting is February 28, 2002. Only shareholders
of record at the close of business on February 28, 2002, can vote at the
meeting.
Kent E. Mast
Secretary
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PROXY STATEMENT
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ABOUT THE MEETING
VOTING AND PROXIES
Persons who were shareholders of Equifax, as recorded in our stock register on
February 28, 2002, may vote at the meeting. On February 28, 2002, 144,056,295
shares of common stock were outstanding. Each shareholder has one vote for each
share of common stock. This proxy statement contains information regarding
items to be voted on at the meeting (see "Nominees for Election to Terms That
Continue Until 2005" beginning on page 4) and other information regarding the
Company.
Quorum and Vote Required
For an item to be considered at the annual meeting, a quorum, which is a
majority of the shares entitled to be voted, must be present in person or
represented by proxy. Abstentions, votes withheld and "broker nonvotes" are
counted as shares "present" for purposes of determining whether or not a quorum
is present. A broker nonvote is where the shares held in brokerage accounts are
not voted because a broker has not received voting instructions from the
beneficial owner of the shares and does not have the discretionary authority to
vote the shares.
If a quorum is present, directors will be elected (Item 1--Election of Two
Directors) by a plurality of the votes cast. Abstentions and broker nonvotes
will not be included in vote totals and will not affect the outcome of the vote.
Information regarding the Board and the two nominees begins on page 4 of this
proxy statement. In voting for directors, you can specify whether your shares
should be voted for all, some, or none of the nominees for director. If a
director nominee for whom you authorize us to vote your proxy becomes
unavailable before the election, your proxy authorizes us to vote for a
replacement nominee if the Board names one. If you sign and return the proxy
card, but do not specify how you want to vote your shares, we will vote them
"For" the election of all nominees for director.
We do not expect any additional business to be presented to shareholders for a
vote at the meeting. However, if at the meeting other business is properly
raised on which a vote may properly be taken, your proxy card authorizes the
people named as proxies to vote in accordance with their judgment.
About Proxies
Giving Equifax representatives your proxy means that you authorize them to vote
your shares at the meeting in the manner you direct. You may receive more than
one proxy card depending on how you hold your shares. You will receive one
proxy card representing shares registered in your name and shares held in your
Investor's Service Plan (dividend reinvestment) account. 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.
2
You can revoke your proxy at any time before it is voted through one of the
following four ways:
(1) by sending a written statement of revocation to the Secretary of Equifax;
(2) by voting again by telephone or Internet;
(3) by submitting another proxy card that is properly signed with a later
date; or
(4) by voting in person at the meeting.
Instead of voting by proxy, you may also choose to vote in person at the
meeting. However, we recommend that you vote by proxy even if you plan to
attend the meeting.
Equifax pays the cost of soliciting proxies. We are paying Morrow & Co., Inc. a
fee of $6,000, 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.
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ADDITIONAL INFORMATION
This proxy statement and the form of proxy will be mailed to shareholders
beginning April 1, 2002. With this proxy statement, we are sending you
Equifax's 2001 Annual Report, including consolidated financial statements. If
you have questions or need more information about this proxy statement or the
annual meeting, you may write to: Kent E. Mast, Secretary, Equifax Inc., P.O.
Box 4081, Atlanta, Georgia 30302.
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SHAREHOLDER PROPOSALS FOR 2003 MEETING
The deadline for shareholder proposals to be included in the proxy materials
for next year's annual meeting is November 25, 2002. Any shareholder proposals
that a shareholder intends to present at next year's annual meeting other than
through inclusion in the proxy materials must be received no later than
February 7, 2003. For any matter presented at the annual meeting which the
shareholder did not provide notice of by February 7, 2003, proxies will be
voted at the discretion of the person or persons holding those proxies.
3
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DIRECTORS AND CORPORATE GOVERNANCE
The Board of Directors, which currently consists of nine directors, is
responsible for supervising management of the Company. Consistent with the
Company's policies, Mr. Robert P. Forrestal, who served as a director from
1996, retired in October 2001 having attained the age of 70.
NOMINEES FOR ELECTION TO TERMS THAT CONTINUE UNTIL 2005--ITEM 1
The board is divided into three classes with approximately an equal number of
directors in each class. Each class is elected for three-year terms. The board
has nominated for terms expiring in 2005 the two candidates named below. Each
of them is now a member of the board whose term will expire at this year's
annual meeting. Each director will serve for three years or until he or she is
succeeded by another qualified director.
The Board of Directors recommends that you vote "FOR" all nominees named in
Item 1.
[PHOTO] Thomas F. Chapman
Director since 1994. Became Chairman and
Chief Executive Officer of Equifax Inc. in May
1999 and was previously President and Chief
Executive Officer of the Company (1998-1999);
President and Chief Operating Officer (1997-
1998) and Executive Vice President and Group
Executive of the Company's former Financial
Services Group (1993-1997). He is also a
director of The Southern Company and Certegy
Inc. Age: 58
[PHOTO] D. Raymond Riddle
Director since 1989. Since 1996, retired
Chairman of the Board and Chief Executive
Officer of National Service Industries, Inc., a
diversified manufacturing and service
company. He is also a director of AGL
Resources Inc.; Atlantic American Corporation;
Munich American Reassurance Company and
AMC, Inc. Age: 68
4
DIRECTORS WHOSE TERMS CONTINUE UNTIL 2004
[PHOTO] Lee A. Ault III
Director since 1991. Chairman of the Board of
In-Q-Tel, Inc., an information technology
company, since August 1999. During the prior
five years, he was a private investor following
his retirement from the Company in 1992 as
Senior Vice President and Chief Executive
Officer of Telecredit, Inc. He is also a director
of Office Depot, Inc. and American Funds
Insurance Series. Age: 65
[PHOTO] John L. Clendenin
Director since 1982. Retired Chairman of the
Board of BellSouth Corporation, a
communications services company. He served
as Chairman, President and Chief Executive
Officer of BellSouth Corporation from October
1983 until his retirement in December 1996. He
continued to serve as Chairman until December
1997. He is also a director of The Kroger
Company; Coca-Cola Enterprises, Inc.; The
Home Depot, Inc.; Acuity Brands, Inc. and
Powerwave Technologies. Age: 67
[PHOTO] A. William Dahlberg
Director since 1992. Chairman of the Board of
Mirant Corporation, an international energy
producer. Previously, since 1995, he served as
Chairman and Chief Executive Officer of The
Southern Company and, prior to that time, was
President and Chief Executive Officer of
Georgia Power Company. He is also a director
of SunTrust Banks, Inc. and Protective Life
Corporation. Age: 62
[PHOTO] L. Phillip Humann
Director since 1992. Chairman, President and
Chief Executive Officer of SunTrust Banks, Inc.,
a multi-bank holding company, since 1998.
From 1991 to 1998 he served as President of
SunTrust Banks. He is also a director of Coca-
Cola Enterprises, Inc. and Haverty Furniture
Companies, Inc. Age: 56
5
DIRECTORS WHOSE TERMS CONTINUE UNTIL 2003
[PHOTO] Larry L. Prince
Director since 1988. Chairman of the Board and
Chief Executive Officer of Genuine Parts
Company, an automotive parts wholesaler
from 1990. He is also a director of SunTrust
Banks, Inc.; Crawford & Co.; Southern Mills, Inc.
and John H. Harland Company. Age: 63
[PHOTO] Louis W. Sullivan, M.D.
Director since 1995. President of Morehouse
School of Medicine, a private medical school
located in Atlanta, Georgia, since 1993. From
March 1989 to January 1993, he was Secretary
of the U.S. Department of Health and Human
Services. He is also a director of Minnesota
Mining and Manufacturing Company; Bristol-
Myers Squibb; CIGNA Corporation; Georgia-
Pacific Corporation and Household
International. Age: 68
[PHOTO] Jacquelyn M. Ward
Director since 1999. Chairman and CEO of
Computer Generation Incorporated until
December 2000 and from that date Outside
Managing Director of Intec Telecom Systems, a
computer software systems company. Ms. Ward
is also a former Chairperson of the Board of
Regents of the University System of Georgia and
is a director of Matria Healthcare, Inc.; Trigon
Healthcare, Inc.; Bank of America; The Profit
Recovery Group International, Inc.; PTEK
Holdings Inc.; Sanmina-SCI Corporation; Flowers
Foods, Inc. and SYSCO Corporation. Age: 63
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COMPENSATION OF DIRECTORS
The compensation of non-employee directors consists of cash and stock options.
Employee directors are not paid for their service as
6
directors. The Company's bylaws require all directors to own Equifax stock
while serving as a director.
Non-employee director compensation consists of:
Director Fees:
Annual board membership fee................ $20,000
Annual Executive Committee membership fee.. $ 4,000
Annual Committee Chairman fee (except
Executive Committee)..................... $ 4,000
Attendance fee for each board and Committee
meeting.................................. $ 1,000
Deferred Compensation Plan. Under this plan, a non-employee director may defer
up to 100% of his or her fees and invest them in either an interest bearing
account (earning the prime lending rate) or Equifax common stock units. Each
common stock unit is equal in value to a share of Equifax common stock, and
earns additional stock units equal in value to dividends paid. 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
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 receive an option to purchase 2,000 shares of Equifax
common stock. The exercise price is equal to the fair market value of the
common stock on that day. These options become fully vested one year after the
date granted and expire five years from the date of grant.
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COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors appoints committees to help carry out its duties. Board
Committees work on key issues in greater detail than is generally possible at
full board meetings. Each committee reviews the results of its meetings with
the full board. Currently the board has three committees, each of which is
described below. During 2001, all directors attended at least 75% of the total
board meetings and the meetings of the respective committees on which they
serve.
7
Compensation
and Human
Director Executive Audit Resources
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No. of meetings in 2001 1 6 4
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Ault X
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Chapman Chairman
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Clendenin X
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Dahlberg X Chairman
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Humann X
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Prince Chairman
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Riddle X X
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Sullivan X
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Ward X
Executive Committee. This committee 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, and recommends nominees for
election as director. Shareholder nominations for director should be submitted
in writing to the Company's Corporate Secretary in accordance with the
Company's bylaws.
Audit Committee. This committee is responsible, pursuant to written charter,
for review of (1) the Company's financial reports and other financial
information, (2) systems of internal controls regarding finance, accounting,
legal, compliance and ethics, and (3) auditing, accounting and financial
reporting processes. The Committee recommends to the board the selection of
independent public accountants to audit the Company's books and records and
consults with the independent accountants to review and approve the scope of
their audit and other work. The Committee meets with management and the
director of internal audit as necessary.
Compensation and Human Resources Committee. This committee is responsible,
pursuant to written charter, for approving and monitoring executive
compensation plans, policies and programs. The Committee also approves the
compensation of and grants made to the Company's senior management, although
the salary and incentive compensation grants of the Chief Executive Officer
must be ratified by the Board of Directors. The Committee also advises
management on succession and other significant human resources matters,
monitors the effectiveness and funding of the U.S. Retirement Income Plan and
401(k) Retirement and Savings Plan and approves or reviews significant employee
benefit plan actions.
8
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Humann serves as a director of, and is Chairman, President and Chief
Executive Officer of SunTrust Banks, Inc., which owns SunTrust Bank. In 2001,
the Company was indebted to SunTrust Bank, in the ordinary course of its
business, pursuant to several agreements (described below), under which the
Company is charged competitive rates of interest. The Company has a committed
revolving credit agreement with SunTrust Bank and eight other financial
institutions under which the Company can borrow up to $465 million at any one
time for general corporate purposes over a three-year period. In addition,
SunTrust provides the debt portion of a leveraged sale-leaseback of the
Company's Alpharetta, Georgia location and participates in a loan facility,
guaranteed by the Company, related to the sale of its collection business. The
highest amount owed to SunTrust Bank in 2001 was $116 million.
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INFORMATION REGARDING INDEPENDENT PUBLIC ACCOUNTANTS
During early November 2001, the Board of Directors retained Arthur Andersen LLP
as independent accountants to audit the Company's books and records. Recently,
the Board has directed a review of the Company's audit relationship and an
assessment of all qualified candidates, with recommendations to be made to the
Audit Committee. Representatives from Arthur Andersen are expected to be
present at the annual meeting, will have the opportunity to make a statement if
they desire, and will be available to answer questions.
Fees Paid to Independent Public Accountants
Audit Fees
Fees relating to audit of the Company's annual financial
statements for 2001 and the reviews of the financial
statements filed on Forms 10-Q in 2001. $ 636,000
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Audit-Related Fees
Fees for engagements traditionally performed by an auditor,
such as statutory audits not relied upon for the consolidated
financial statements audit, employee benefits plan audits,
accounting consultation, acquisition due diligence, and other
similar services. $1,088,000
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Other Fees
Fees consists of $589,000 of tax services related to the spin-off
of Certegy, $777,000 for tax compliance and tax consulting,
and $240,000 for other. $1,606,000
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Fees for Information Systems Services
Financial Information Systems Design and Implementation
Fees. $ 0
9
Board Audit Committee Report
The Audit Committee oversees the Company's financial reporting process and
internal controls on behalf of the Board of Directors. The Committee is
composed of independent directors, as defined under the rules of the New York
Stock Exchange, and operates under a written charter approved by the board,
which was attached to the Company's Proxy Statement in 2001.
Management has primary responsibility for the financial statements and the
reporting process, including the systems of internal controls, and has
represented to us that the 2001 consolidated financial statements were prepared
in accordance with generally accepted accounting principles. The independent
accountants are responsible for preparing the audited financial statements. The
Committee reviewed and discussed the audited financial statements in the Annual
Report with management and with Arthur Andersen LLP ("Andersen"), the Company's
independent accountants.
We reviewed further with Andersen its internal processes and the matters
required to be discussed under Statement on Auditing Standards No. 61
("Communication with Audit Committees"). The Committee also received from, and
discussed with, Andersen written disclosures and the letter required by
Independence Standards Board Standard No. 1 ("Independence Discussions with
Audit Committees"). The Committee considered whether the provision of non-audit
services by Andersen is compatible with maintaining auditor independence.
In reliance on the reviews and discussions referred to above, the Committee
recommended to the board that the audited financial statements be included in
the Company's Annual Report on Form 10-K for the year ended December 31, 2001.
The Committee also reviewed the overall scope and plans for their respective
audits with the Company's internal auditors and Andersen. We met with the
internal auditors and Andersen, with and without management present, to discuss
the results of their examinations, their evaluations of the Company's internal
controls and the overall quality of the Company's financial reporting.
During fourth quarter 2001, the Committee recommended and the Board approved,
to retain Andersen as independent accountants to audit the Company's books and
records. Recently, the board has
10
directed a review of the Company's audit relationship and an assessment of all
qualified candidates, with recommendations to be made to the Audit Committee.
A. William Dahlberg, Chairman
D. Raymond Riddle
Louis W. Sullivan, M.D.
Jacquelyn M. Ward
11
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STOCK OWNERSHIP OF DIRECTORS
AND EXECUTIVE OFFICERS
The table below shows the number of shares of Equifax common stock each
director, nominee for director and each of the five most highly compensated
executive officers beneficially owned as of February 28, 2002. We also show the
aggregate number of shares beneficially owned by the director and Executive
Officer group as a whole.
Percent of Class
Amount and (Based on
Nature of Number of Shares
Beneficial Outstanding as of
Name Ownership/(1)/ February 28, 2002)
---- ------------- ------------------
Directors and Nominees
Lee A. Ault III..................... 107,694 *
John L. Clendenin................... 19,407 *
A. William Dahlberg................. 20,586 *
L. Phillip Humann................... 21,586 *
Larry L. Prince..................... 20,586 *
D. Raymond Riddle................... 34,586 *
Louis W. Sullivan, M.D.............. 17,705 *
Jacquelyn M. Ward................... 7,356 *
Named Executive Officers
Thomas F. Chapman................... 1,774,376 1.2
William V. Catucci.................. 382,564 *
Philip J. Mazzilli.................. 213,309 *
Kent E. Mast........................ 134,903 *
Karen H. Gaston..................... 240,851 *
All Directors and Executive Officers
as a Group (18 persons) /(2)/...... 5,438,550 3.83%
Director Deferred Compensation
denominated as Common
Stock Units /(3)/.................. 81,746 N/A
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* Less than 1%
(1) Includes shares held in the Company 401(k) Retirement and Savings Plan and
stock options exercisable on February 28, 2002, or 60 days thereafter, as
follows: Mr. Ault -- 14,004 option shares; Mr. Clendenin -- 10,134 option
shares; Mr. Dahlberg -- 14,004 option shares; Mr. Humann -- 14,004 option
shares; Mr. Prince -- 14,004 option shares; Mr. Riddle -- 14,004 option
shares; Dr. Sullivan -- 14,004 option shares; Ms. Ward -- 6,756 option
shares; Mr. Chapman -- 6,457 Savings Plan shares and 1,439,295 option
shares; Mr. Catucci -- 385 Savings Plan shares and 382,179 option shares;
Mr. Mazzilli -- 1,440 Savings Plan shares and 106,008 option shares; Mr.
Mast -- 225 Savings Plan shares and 105,228 option shares; and Ms. Gaston
-- 4,693 Savings Plan shares and 204,712 option shares, and for all
directors and Executive Officers as a Group -- 21,238 Savings Plan shares
and 2,944,940 option shares.
(2) Includes 1,764,538 shares (1.23%) over which Michael Schirk, Vice President
and Treasurer, shares voting and investment power as Investment Officer for
the Equifax U.S. Retirement Income Plan.
(3) Represents Director fees deferred and invested in the common stock fund of
the Director Deferred Compensation Plan, which performance mirrors that of
Equifax common stock, as follows: Mr. Chapman -- 10,703 units; Mr. Dahlberg
-- 9,005 units; Mr. Humann -- 16,709 units; Mr. Prince -- 17,003 units; Mr.
Riddle -- 14,935 units; Dr. Sullivan -- 8,107 units; and Ms. Ward -- 5,284
units.
12
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STOCK OWNERSHIP AND 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 ("SEC") filing obligations for 2001 with the exception
of the following:
On November 12, 2001, Philip Mazzilli, Executive Vice President and Chief
Financial Officer, purchased 1,000 shares of Equifax stock by exercising a
stock option. This transaction was reported to the SEC in February 2002.
On July 13, 2001, Michael Schirk, Vice President and Treasurer, transferred
2,354 shares of Equifax stock in his 401(k) plan out of a stock fund into a
managed account. This transaction was reported to the SEC in October 2001.
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STOCK OWNERSHIP BY BENEFICIAL OWNERS
The table below shows the number of shares of common stock owned by persons or
groups known to the Company to be beneficial owners of more than five percent
of the common stock of the Company as of December 31, 2001, as reported under
Section 13(g) of the Securities Exchange Act of 1934.
Amount and
Nature
of Beneficial
Ownership of
Name and Address Common Percent
of Beneficial Owner/(1)(2)/ stock of Class
--------------------------- ------------- --------
GE Asset Management Incorporated/(3)/......... 7,736,568 5.3%
Iridian Asset Management LLC; LC Capital
Management, LLC; CL Investors, Inc.; COLE
Partners LLC; Iridian Private Business Value
Equity Fund, L.P./(4)/...................... 7,738,117 5.3%
David L. Cohen/(5)/........................... 8,110,417 5.6%
Harold J. Levy/(5)/........................... 8,110,417 5.6%
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(1) The address for GE Asset Management Incorporated is 3003 Summer Street,
Stamford, CT 06905. All reporting General Electric entities disclaim that
they are members of a "group."
(2) All Iridian entities and Messers Cohen and Levy are located at 276 Post
Road West, Westport, CT 06880.
(3) The following information is derived solely from a schedule 13 G/A filed on
February 14, 2002. GE Asset Management Incorporated is a registered
investment advisor and acts as investment manager of the General Electric
Pension Trust ("GEPT") and as investment advisor to certain other entities
and accounts and
13
may be deemed to be the beneficial owner of, and to share voting and
investment power for, 2,915,500 shares owned by GEPT and 4,821,068 shares
owned by such other entities and accounts.
(4) The following information is derived solely from a Schedule 13G filed on
January 30, 2002. Iridian Asset Management LLC ("Iridian") has direct
voting power and investment power over 7,562,717 (5.2%) shares, which power
CL Investors, Inc., LC Capital Management, LLC and Messrs. Cohen and Levy
may be deemed to share. Iridian has direct voting power and investment
power over 175,400 shares held by Iridian Private Business Value Equity
Fund, L.P., and CL Investors, Inc., LC Capital Management LLC, and COLE
Partners LLC and Messrs. Cohen and Levy, each may be deemed to share such
voting and investment power.
(5) David L. Cohen and Harold J. Levy by virtue of their positions as
principals and managers of the several Iridian entities referenced in note
4, each may be deemed to have shared voting and investment power for the
combined 7,738,117 shares held by such Iridian entities referenced in such
note and each shares voting and investment power over an additional 372,300
shares owned by First Eagle Fund of America, an open-end non-diversified
mutual fund for which they are investment advisors.
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STOCK PERFORMANCE GRAPHS
The following graphs compare the five-year and ten-year cumulative total return
among investments in Equifax, S&P 500 and the Dow Jones Industrial Services
Index. The graphs assume that $100 was invested in Equifax stock and each index
on December 31, 1996 (as required by SEC rules) and December 31, 1991,
respectively, and that all quarterly dividends were reinvested. The total
cumulative dollar returns shown on the graphs represent the value that such
investments would have had on December 31 of each subsequent year. On July 7,
2001, the spin-off of Certegy Inc. was completed. The distribution of the
Certegy shares to Equifax shareholders is treated as a special dividend for
purposes of calculating shareholder return. It is assumed that the shares of
Certegy received by shareholders were sold at the when-issued closing market
price on July 7, 2001 and all of the proceeds were reinvested in shares of
Equifax common stock at the when-issued closing market price on the same date.
14
[CHART]
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
VALUE OF $100 INVESTED AT YEAR-END 1996
Equifax Inc. S & P 500 Dow Jones Industrial Services
12/96 100 100 100
12/97 131 133 112
12/98 127 171 128
12/99 89 208 165
12/00 110 189 106
12/01 158 166 107
15
[CHART]
COMPARISON OF TEN-YEAR CUMULATIVE TOTAL RETURN
VALUE OF $100 INVESTED AT YEAR-END 1991
Equifax Inc. S & P 500 Dow Jones Industrial Services
12/91 100 100 100
12/92 134 108 110
12/93 182 119 128
12/94 180 120 126
12/95 297 165 170
12/96 431 203 208
12/97 563 271 252
12/98 548 348 280
12/99 382 422 354
12/00 472 383 322
12/01 680 338 289
16
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EXECUTIVE OFFICER COMPENSATION
REPORT OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE ON EXECUTIVE
COMPENSATION
Guiding Principals
The Compensation and Human Resources Committee sets salaries, incentive
compensation plans and compensation policies for Executive Officers. The Board
of Directors must ratify the salary and incentive compensation of the Chief
Executive Officer.
The Committee is composed of independent directors, each of whom is 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.
The Committee believes that in order to attract the highest caliber executive
talent the Company must offer total compensation that is attractive in the
relative competitive marketplace. The Committee periodically reviews the
Executive Compensation program in light of competitive data and may modify the
compensation components consistent with the best interests of the Company.
During 2001, the Committee reaffirmed its goals for the Executive Officer
compensation program. After the spin-off of the Company's Payment Services
businesses as Certegy Inc., the Committee reviewed Executive Officer
compensation toward enhancing the Company's ability to retain, and provide
incentives for, management. Among the objectives of the Committee's review were
the following:
. To provide equity for Equifax employees through methods competitive with
the market
. To enhance succession planning, retention and recruiting
. To fortify the senior management team
. To continue to align the competitiveness of Equifax's performance with
the competitiveness of its executive compensation levels
. To continue to strengthen Equifax's performance-oriented culture
Based upon its review and consultation with independent compensation advisors,
the Committee believes that these considerations and the Executive Officer
compensation program are consistent with the Company's objective of enhancing
shareholder value.
17
The Committee seeks to facilitate deduction of Executive Officer compensation
expense for income tax purposes. Section 162(m) of the Internal Revenue Code
limits this deduction to $1 million for the officers named in the compensation
tables on the following page (the "Named Executive Officers"), except for
performance based compensation meeting certain requirements. The Company meets
the requirements for deductibility of performance based compensation -- all
members of the Committee are "outside directors," and the Committee approves
goals and awards under the compensation plans of the Company. In addition, the
Company's shareholders have approved adoption of, and amendments to, the
Company's several plans pursuant to which Executive Officers are awarded stock
based compensation.
The Committee believes that ownership of the Company's stock by management
aligns management's interests with those of shareholders. The Company uses
various methods to encourage and facilitate such stock ownership. These include
share ownership guidelines for senior executives, which extend to approximately
200 Company executives, including the Executive Officers, and have been
established at levels consistent with those in other companies. Senior
executives also may forego cash payment of Annual Incentives in favor of Stock
Options.
Executive Officer Compensation Specifics
The goal of Executive Officer compensation is salary levels and incentive
opportunities that provide a median competitive level of compensation, but
which deliver above-market total compensation in response to outstanding
performance by the officer and his or her business unit.
Salary: Executive Officer salaries are determined on the basis of competitive
market data, job performance, level of responsibility and other factors. Salary
reviews normally are scheduled at 12-month intervals.
Mr. Chapman's base annual salary was increased in January 2001 to $770,000,
representing an increase of 10%. In approving this salary increase, the
Committee considered competitive salaries for comparable job responsibilities
and Mr. Chapman's personal performance.
Annual Incentive: Annual Incentives are payable in cash for performance against
objectives that are set at the beginning of each
18
year based upon financial plans approved by the board. A minimum level of
performance is set, and no incentive is paid if this level of performance is
not achieved. Levels of performance are established for threshold, target and
maximum incentive payments.
For 2001, Mr. Chapman's Annual Incentive was targeted to pay 80% of his salary,
with a maximum opportunity of 240%. Mr. Chapman's earned Annual Incentive for
2001 was 93% of salary, due to performance against the various criteria
underlying the Incentive: achievement of certain revenue and earnings per share
profit growth targets and individual performance. For other Executive Officers,
Annual Incentive was dependent on a combination of these Company financial
criteria, business unit financial results, and certain non-financial goals,
depending on their job roles.
Executive Officers may elect to forego cash payment of all or part of an earned
Annual Incentive and receive instead options to purchase Company stock. The
Committee believes that this election opportunity provides an excellent vehicle
for expanding Executive Officers' stock ownership and identification with
shareholder interests, serving to further encourage management's commitment to
long-term performance of the Company. To promote conversion elections and in
recognition of the associated market risk and deferral of economic benefit,
conversion is based on a formula approved by the Committee that employs a
greater multiple as higher percentages of Incentive are converted. For 2001,
Mr. Chapman elected to convert 25 percent of his earned Annual Incentive, and
all other eligible Executive Officers voluntarily elected to receive stock
options instead of cash for all or part of their total earned Annual Incentive.
Transaction Bonus: In 2001, Mr. Chapman and certain other Executive Officers
were granted cash bonuses in recognition of the instrumental roles that they
played in the successful spin-off of Certegy Inc. Mr. Chapman's bonus was
$511,200, of which $ 210,000, the amount that would be deductible by the
Company, was paid to him in 2001. The balance of $301,200 is to be paid to him
(in whole or in part) in 2002 or subsequent years, at the election of the Board
of Directors, to the extent amounts paid would be deductible by the Company
pursuant to IRC Section 162(m).
Long-Term Compensation: The Company utilizes a number of vehicles to incent
Executive Officers to remain with the Company and drive its long-term growth.
Long-Term Incentives provide an
19
opportunity to receive payments based on the extent to which financial criteria
underlying the Incentive are achieved over the applicable period. Long-Term
Incentive grants are designed so that if paid at a targeted level, when
combined with Stock Option grants, they deliver to the Executive Officer
Long-Term Incentive compensation that, based on competitive data, approximates
a median level.
Eligibility for payments under stock-based Long-Term Incentives for the
measurement period 1999 through 2001 previously granted to Mr. Chapman and
certain of the Executive Officers was based on Company performance against the
financial criteria underlying the Incentives, primarily economic value added
and stock price appreciation. Based on the Company's performance during the
measurement period, the Incentives were determined to be payable. Mr. Chapman
earned $545,649 which represented an award payout of 26.1% of the maximum award
opportunity established for this incentive. The earned amount was paid to Mr.
Chapman half as 10,582 shares of common stock and half in cash (largely to
cover the taxes due with respect to the shares received) pursuant to his
election as permitted by the plan.
Long Term Incentives payable in cash for the eighteen-month period 2000 to 2001
were determined not to be payable based on the cumulative earnings per share
that the Company achieved during the respective period.
During 2001, the Committee undertook a review of the efficacy of past and
existing incentives in meeting the Company's compensation goals. After review,
the Committee determined not to grant Long-Term Incentives in 2001. The
Committee adjusted outstanding Long-Term Incentives to reflect the spin-off of
Certegy by amending the measurement period for earnings per share growth to run
from July 1, 2001 to December 31, 2002. In addition, the Committee also made
grants of restricted stock and or stock options to certain Executive Officers.
Mr. Chapman was granted 235,000 stock options and 120,000 shares of restricted
stock. The restricted stock and stock options granted to Mr. Chapman and the
other Named Executive Officers are shown on the Summary Compensation Table
which appears on page 22 and in the Stock Options Granted Table which appears
on page 24, respectively. The stock options are 25% vested on date of grant and
vest an additional 25% on the next three anniversaries, and the restricted
stock vests 100% on January 7, 2005 and is forfeitable prior to then.
20
Split-Dollar Life Insurance: In 2000, the Committee approved the Executive
Life and Supplemental Retirement Benefit Plan which replaced the Company's
Supplemental Executive Retirement Plan and is intended to maintain the
competitiveness of the Company's benefits relative to the competitive
marketplace. Eligible executives, including the Named Executive Officers, will
receive life insurance coverage and deferred cash accumulation benefits. The
Company pays policy premiums on behalf of each covered executive. In 2001, 46
executives participated in this plan. For the Named Executive Officers, the
amount that the Company paid for the current life insurance benefit, and the
economic benefit of the additional premiums paid that will ultimately be
returned to the Company is included in the Summary Compensation Table under the
heading "All Other Compensation."
Compensation and Human Resources Committee
Larry L. Prince, Chairman
L. Phillip Humann
Lee A. Ault III
21
- --------------------------------------------------------------------------------
EXECUTIVE OFFICER SUMMARY COMPENSATION TABLE
The table below shows the before-tax compensation for the last three years for
the Chief Executive Officer and the four next-highest paid individuals who were
Executive Officers at the end of 2001 the ("Named Executive Officers").
Information is reported for all periods during which each individual was an
Executive Officer.
Annual Compensation/(1)/ Long-Term Compensation
---------------------------------------- -------------------------------------------
Grants Payouts
---------------------- --------------------
Other Restricted
Annual Stock Securities LTIP All Other
Compensation Grants Underlying Payouts Compensation
Name and Principal Position Year Salary($) Bonus($)/(2)/ ($)/(3)/ ($)(/4)/ Options (#) ($) ($)/(5)/
- --------------------------- ---- --------- ------------ ------------ ---------- ----------- ------- ------------
Thomas F. Chapman.............. 2001 767,308 536,809 20,532 2,901,600 291,137 545,649 252,516
Chairman and Chief 2000 698,078 194,711 19,920 0 17,862 0 30,173
Executive Officer 1999 626,961 65,831 20,657 0 280,620 378,356 4,160
William V. Catucci............. 2001 409,616 0 7,211 0 172,886 0 48,011
Executive Vice President 2000 357,602 75,000 5,918 0 72,271 0 28,883
of Global Operations 1999 52,500 75,000 0 0 30,000 0 350
Philip J. Mazzilli............. 2001 316,923 155,212 7,257 411,060 55,869 0 149,148
Executive Vice President 2000 249,769 217,422 4,703 625,000 57,952 0 21,805
and Chief Financial Officer 1999 96,827 0 1,126 0 0 0 2,580
Kent E. Mast................... 2001 288,846 142,043 6,099 411,060 51,148 0 147,548
Corporate Vice President, 2000 32,885 50,000 0 0 59,124 0 3,136
General Counsel & Secretary
Karen H. Gaston................ 2001 251,192 154,408 2,275 411,060 64,709 113,677 136,097
Corporate Vice President & 2000 214,231 67,788 2,297 0 21,393 0 17,317
Chief Administrative Officer 1999 181,517 27,227 0 0 67,572 0 4,160
22
- --------
(1) Mr. Catucci joined the Company in October 1999; Mr. Mast joined the Company
in November 2000; Ms. Gaston became an Executive Officer in April 1998. Mr.
Mazzilli was employed with the Company through June 1999 and rejoined the
Company in February 2000.
(2) The "Bonus ($)" column represents any Annual Incentive award earned and
paid in cash for performance for the specified year. In 1999 and later
years, the participants could elect to receive all or part of any Annual
Incentive earned in the form of stock options. For any year, stock options
granted in lieu of payment of cash for earned Annual Incentives are
included under the "Securities Underlying Options" column, although the
grants were not made until the following year.
(3) "Other Annual Compensation" includes allowances for payroll taxes
associated with providing executive financial planning, tax services, club
memberships and tax related to split-dollar life insurance.
(4) The value of restricted stock shown in the table is as of the grant date.
As of December 31, 2001, total restricted stock awards outstanding and
related fair market values were as follows: Mr. Chapman -- 125,250 shares
($3,024,788); Mr. Mazzilli -- 42,000 shares ($1,014,300); Mr. Mast --
17,000 shares ($410,550) and Ms. Gaston -- 17,360 shares ($419,244).
Dividend income is paid on restricted stock at the same rate as paid to all
shareholders.
(5) "All Other Compensation" includes a Company 401(k) matching contribution in
the maximum amount of $5,100 (2001), $5,508 (2000) and $4,160 (1999),
respectively, for each officer. Also included for 2001 are premiums paid by
the Company pursuant to the Executive Life and Supplemental Retirement
Benefit Plan for current life insurance and the economic benefit of
additional premiums that will ultimately be returned to the Company for
each officer as follows: Mr. Chapman ($15,500/$21,916); Mr. Catucci
($8,116/$34,795); Mr. Mazzilli ($5,400/$30,248); Ms. Gaston
($1,740/$20,857) and Mr. Mast ($4,650/$30,248). Additionally, as the result
of the successful spin-off of the Company's Payment Services business as
Certegy Inc., a cash Transaction Bonus was paid to certain officers. These
bonuses were as follows: Mr. Chapman ($210,000); Ms. Gaston ($108,400); Mr.
Mazzilli ($108,400) and Mr. Mast ($108,400). Payment of part of Mr.
Chapman's bonus was delayed as described in the Report of the Compensation
and Human Resources Committee on Executive Compensation which begins on
page 17.
23
- --------------------------------------------------------------------------------
STOCK OPTIONS
A stock option allows an individual to purchase shares of common stock at a
fixed price (the exercise price) during a specific period of time. In general,
whether exercising stock options is profitable to the Executive Officer depends
on the relationship between the common stock market price and the option
exercise price. At any given time, "vested" options can be "in the money" (the
exercise price is greater than the market price) or "out of the money," (the
exercise price is less than the market price) depending on the current market
price of the stock. The following two tables give more information on stock
options granted during 2001 and held by the Named Executive Officers at
year-end. The number of shares and exercise prices of options outstanding at
July 7, 2001 were adjusted to reflect the spin-off of Certegy Inc.
STOCK OPTIONS GRANTED DURING 2001
Potential Realizable
Number of Value at Assumed
Securities % of Total Annual Rates of Stock
Underlying Options Exercise Price Appreciation
Options Granted to Or Base for Option Term/(5)/
Granted Employees in Price Expiration ---------------------
Name (#) Fiscal Year/(3)/ ($/Share)/(4)/ Date 5% 10%
- ---- ---------- --------------- ------------- ---------- ---------- ----------
Thomas F. Chapman 56,137/(1)/ 1.784% $25.50 02/05/12 $ 900,259 $2,281,432
235,000/(2)/ 7.470% $24.18 08/07/11 $3,573,568 $9,056,123
William V. Catucci 87,208/(1)/ 2.772% $25.50 02/05/12 $1,398,538 $3,544,171
50,678/(2)/ 1.611% $16.57 01/02/11 $ 528,261 $1,338,716
35,000/(2)/ 1.113% $21.80 09/27/06 $ 210,803 $ 465,819
Philip J. Mazzilli 20,869/(1)/ 0.663% $25.50 02/05/12 $ 334,672 $ 848,125
35,000/(2)/ 1.113% $24.18 08/07/11 $ 532,234 $1,348,784
Kent E. Mast...... 29,709/(1)/ 0.944% $25.50 02/05/12 $ 476,438 $1,207,387
35,000/(2)/ 1.113% $24.18 08/07/11 $ 532,234 $1,348,784
Karen H. Gaston... 16,148/(1)/ 0.513% $25.50 02/05/12 $ 258,962 $ 656,262
35,000/(2)/ 1.113% $24.18 08/07/11 $ 532,234 $1,348,784
- --------
(1) Options have a ten-year term and vest 100% on the grant date. These grants
are a result of each officer electing to receive all or a portion of his or
her Annual Incentive earned for 2001 (included in the Summary Compensation
Table on p. 22) and granted in 2002, as a stock option grant rather than
cash.
(2) Options have a ten-year terms and vest 25% on grant date and 25% on each of
the next three grant date anniversaries.
(3) Percentage of options granted in 2001.
(4) The exercise price may be paid in cash or cash equivalent acceptable to the
Compensation and Human Resources Committee or by the surrender of shares of
common stock held for at least six months with an aggregate fair market
value which is not less than the option price.
(5) The dollar amounts under these columns are the result of calculations at 5%
and 10% rates of appreciation as required by applicable securities laws.
They are not intended to forecast possible future appreciation, if any, of
Equifax stock price.
24
- --------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES DURING 2001
The table below shows options exercised by Named Executive Officers during 2001
and the total held by such officers at year-end.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options as
Shares Value Options as of 12/31/01 (#) of 12/31/01 ($)(1)
Acquired on Realized ($) -------------------------- -------------------------
Name Exercise (#) or Payout Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ------------ ----------- ------------- ----------- -------------
Thomas F.
Chapman.. 22,515 301,240 1,252,291 324,063 11,139,361 1,082,940
William V.
Catucci.. -- -- 172,765 85,678 1,285,755 466,141
Philip J.
Mazzilli. 5,641 40,494 58,774 68,482 435,410 394,911
Kent E.
Mast.... -- -- 38,312 55,812 115,655 115,655
Karen H.
Gaston... 1,667 20,038 159,851 48,210 1,395,903 173,269
- --------
(1) Represents aggregate excess of market value of shares under option as of
December 31, 2001 over the exercise price of the options.
- --------------------------------------------------------------------------------
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL AGREEMENTS
The Company has entered into an employment agreement with William V. Catucci,
Executive Vice President of Global Operations, for the period October 27, 1999,
through May 1, 2002, which sets forth the significant elements of Mr. Catucci's
employment. The agreement provides for base salary of $350,000 during the first
year and $400,000 each year thereafter, eligibility to participate in the
Company's Annual Incentive Plan with a guaranteed Incentive of 50% of base
salary for 2000, bonus of $150,000 payable during the first year of employment,
grant of 30,000 stock options and such other related matters as relocation and
the right to participate in benefit plans. The agreement also provides to Mr.
Catucci certain severance payments in the event that he is terminated without
Cause or resigns for Good Reason (as such terms are defined in the agreement).
In addition, the agreement embodies a noncompetition agreement and
nonsolicitation of customers agreement that would be binding on Mr. Catucci for
two years following the termination of his employment with the Company for any
reason.
The Company has Change in Control Agreements with each of the Company's Named
Executive Officers. These Agreements have
25
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, (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 three years after the date of the change in control, other
than from death, disability or for cause or voluntarily other than for "good
reason," he or she is entitled to severance pay and other benefits described in
the Agreements. The severance payment is equal to 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.
- --------------------------------------------------------------------------------
RETIREMENT BENEFITS
The Equifax Retirement Plan ("ERP") is the Company's tax qualified retirement
plan available to all U.S. employees and provides benefits based on length of
service with the Company and a participant's average total earnings 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 Annual Incentive) for the highest
paid thirty-six consecutive months of employment.
Equifax also has another retirement plan, 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
26
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. The SERP was
closed to new participants in 1992. As of December 31, 2001, 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.
The following table shows the annual retirement benefits that would be payable
on January 1, 2002, on a combined basis under the ERP and SERP at normal
retirement (age 65 or later) and various rates of final average earnings and
years of service. 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.
Retirement Plan Table
Final Years of Service
Average ---------------------------------------
Earnings 15 20 25 30 35
-------- ------- ------- ------- ------- -------
$ 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
1,600,000 960,000 960,000 960,000 960,000 960,000
The credited years of service for each of the Named Executive Officers as of
December 31, 2001 were as follows: Thomas F. Chapman--12 years; William V.
Catucci--3 years; Philip J. Mazzilli--10 years; Kent E. Mast--1 year and Karen
H. Gaston--24 years.
- --------------------------------------------------------------------------------
27
[LOGO]
Printed on Recycled Paper
EQUIFAX INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT WILL BE VOTED
AS DIRECTED. IF NO DIRECTION IS INDICATED, IT WILL BE VOTED "FOR" ALL NOMINEES
FOR DIRECTOR (ITEM 1) AND IN THE DISCRETION OF THE PROXY HOLDER ON ALL OTHER
MATTERS THAT PROPERLY COME BEFORE THE MEETING.
By this document, the shareholder whose name appears below (the "Shareholder")
appoints Thomas F. Chapman; John L. Clendenin; A. W. Dahlberg; 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 1, 2002, and at all adjournments of that
meeting for the following purposes:
(1) ELECTION OF DIRECTORS - (01) Thomas F. Chapman and (02) D. Raymond Riddle
[_] FOR all nominees [_] FOR all nominees except those whose name(s)
follow:
- --------------------------------------------------------------------------------
------------------------------------------
------------------------------------------
(Signature of Shareholder(s) )
IMPORTANT: Please date this proxy
and sign exactly as your name
appears on this proxy card. If
stock is held jointly, both
holders must sign. Executors,
administrators, trustees,
guardians and others signing in a
representative capacity, should
give their full title(s).
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(Please detach proxy at perforation before mailing)
Vote 24 hours a day, 7 days a week!
- ------------------------------------------------------------------------------
Vote by Telephone Vote by Internet Vote by Mail
Call Toll-Free using a Access the Website and
Touch-Tone phone Cast your vote
1-800-542-1160 http://www.votefast.com
Have your proxy card available. Have your proxy card. You will be Please mark, sign and date the
You will be prompted to enter prompted to enter your control above proxy card and return it
your control number (provided number (provided below) and in the postage paid envelope
below) and then you can follow then you can follow the simple provided or mail it to: SunTrust
the simple prompts that will be prompts that will be presented to Bank P.O. Box 4625, Atlanta,
presented to you to record your you to record your vote. GA 30302
vote.
- -------------------------------------------------------------------------------------
If you are voting by telephone or the Internet, please do not mail your proxy card.
- -------------------------------------------------------------------------------------
Your telephone or Internet vote must be received by 11:59 p.m. eastern daylight time
on April 30, 2002, to be counted in the final tabulation.
YOUR CONTROL NUMBER IS:
To Change Your Vote
If you vote again by any means it will cancel your prior vote. For example, if
you voted by telephone, a later Internet vote will change your vote. The last
vote received before 11:59 p.m. eastern daylight time, April 30, 2002, will be
the one counted. You may also revoke your proxy by voting in person at the
Annual Meeting.