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| EFX > SEC Filings for EFX > Form 8-K on 14-May-2009 | All Recent SEC Filings |
14-May-2009
Entry into a Material Definitive Agreement, Change in Directors or Principal Officers
On May 8, 2009, the Board of Directors of Equifax Inc. (the "Company") approved indemnification agreements between the Company and each of its directors and senior officers. The indemnification agreements supplement the Company's Amended and Restated Articles of Incorporation, Bylaws and Georgia law in providing certain indemnification rights to the Company's directors and officers. Each indemnification agreement provides, among other things, that the Company will indemnify its directors and senior officers to the fullest extent permitted by Georgia law and to any greater extent that Georgia law may in the future permit, including the advancement of legal fees and other expenses incurred by the directors and/or officers in connection with any threatened, pending or completed action, suit or proceeding, whether of a civil, criminal, administrative, arbitrative or investigative nature, arising out of the individual's service as a director or officer, subject to certain exclusions and procedures set forth in the indemnification agreement.
The foregoing description is qualified in its entirety by reference to the indemnification agreement, the form of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
See Item 1.01 above.
As previously announced on December 30, 2008, the Board of Directors of the Company (the "Board") agreed to submit and support management proposals at the 2009 Annual Meeting of Shareholders to (i) declassify the Company's Board structure and move to annual election of directors; and (ii) to change the voting standard for the election of directors in uncontested elections from a plurality to a majority voting standard. The Board also announced adoption of a director resignation policy to implement majority voting for directors in uncontested elected if approved by the shareholders.
At the Company's 2009 Annual Meeting of Shareholders held on May 8, 2009, the Company's shareholders approved the election of directors for one-year terms rather than the current staggered three-year terms, beginning with the class of directors whose terms expire in 2010, so that by the 2012 Annual Meeting of Shareholders, all directors will be elected annually for one-year terms. The shareholders also approved majority voting in uncontested director elections, effective for the 2010 Annual Meeting of Shareholders.
A copy of the Company's Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, each as amended to date, are attached hereto as Exhibits 3.1 and 3.2, respectively. The amendments became effective upon the Company's filing of Articles of Restatement with the Secretary of State of the State of Georgia on May 14, 2009.
(d) Exhibits
Exhibit
No. Description
3.1 Amended and Restated Articles of Incorporation of Equifax Inc.
3.2 Amended and Restated Bylaws of Equifax Inc.
10.1 Form of Indemnification Agreement
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