EQUIFAX INC (EFX)
Sector: Industrials
2026 Annual Meeting Analysis
EQUIFAX INC · Meeting: May 7, 2026
Directors FOR
2
Directors AGAINST
8
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Ten Director Nominees
Against Analysis
Begor has served as CEO and director since 2018 (8 years tenure); Equifax's 3-year stock return is -10.3% while the S&P 500 Index Benchmark (^GSPC — S&P 500) returned +60.4% over the same period, a gap of -70.7 percentage points which far exceeds the 30pp trigger threshold applicable to companies with negative absolute 3-year returns; the 5-year return of -3.0% vs a strongly positive S&P 500 does not provide a mitigating longer-term track record sufficient to downgrade the vote to FOR.
Feidler has served since 2007 (19 years tenure) and his entire tenure overlaps the underperformance period; Equifax's 3-year stock return of -10.3% trails the S&P 500 Index Benchmark (^GSPC — S&P 500) by -70.7 percentage points, well above the 30pp trigger, and the 5-year return of -3.0% similarly underperforms the benchmark without providing a meaningful mitigant.
Hough has served since 2016 (9 years tenure), well overlapping the underperformance period; Equifax's 3-year stock return of -10.3% trails the S&P 500 Index Benchmark (^GSPC — S&P 500) by -70.7 percentage points, far exceeding the 30pp trigger, and the 5-year return does not provide a meaningful mitigant.
Marcus has served since 2013 (12 years tenure), fully overlapping the underperformance period; Equifax's 3-year stock return of -10.3% trails the S&P 500 Index Benchmark (^GSPC — S&P 500) by -70.7 percentage points, far exceeding the 30pp trigger, and the 5-year return does not mitigate.
McGregor has served since 2017 (8 years tenure), well overlapping the underperformance period; Equifax's 3-year stock return of -10.3% trails the S&P 500 Index Benchmark (^GSPC — S&P 500) by -70.7 percentage points, far exceeding the 30pp trigger, and the 5-year return of -3.0% does not provide a meaningful mitigant.
McKinley has served since 2008 (17 years tenure), fully overlapping the underperformance period; Equifax's 3-year stock return of -10.3% trails the S&P 500 Index Benchmark (^GSPC — S&P 500) by -70.7 percentage points, far exceeding the 30pp trigger, and the 5-year return of -3.0% does not provide a meaningful mitigant.
Smith has served since 2020 (5 years tenure), meaningfully overlapping the underperformance period; Equifax's 3-year stock return of -10.3% trails the S&P 500 Index Benchmark (^GSPC — S&P 500) by -70.7 percentage points, far exceeding the 30pp trigger; additionally, as a sitting CEO of WEX Inc. serving on one outside public board (Equifax), she is within the policy's two-outside-board limit for sitting CEOs, so no overboarding flag applies, but the TSR trigger alone warrants an AGAINST vote.
Tillman has served since 2021 (approximately 5 years tenure), overlapping a significant portion of the underperformance period; Equifax's 3-year stock return of -10.3% trails the S&P 500 Index Benchmark (^GSPC — S&P 500) by -70.7 percentage points, far exceeding the 30pp trigger, and the 5-year return does not provide a meaningful mitigant given her tenure.
For Analysis
Fichuk joined the board in 2023, giving her approximately 3 years of tenure; while the TSR trigger technically fires for the board as a whole, her tenure of roughly 3 years means she joined when underperformance was already substantially established, and she has had limited time to influence outcomes, making a FOR vote appropriate given this mitigating context.
Larson joined the board in 2024 and has been a director for less than 24 months, so she is exempt from the TSR underperformance trigger under the policy's new-director exemption; she also brings strong financial expertise as a current CFO.
Equifax's stock has declined -10.3% over three years while the S&P 500 Index Benchmark (^GSPC — S&P 500) gained +60.4%, a gap of -70.7 percentage points that far exceeds the 30pp underperformance trigger applicable to companies with negative absolute 3-year returns. Most directors with tenure exceeding 24 months receive AGAINST votes on this basis; Barbara Larson (joined 2024) and Karen Fichuk (joined 2023, joined after underperformance was established) receive FOR votes.
Say on Pay
✗ AGAINSTCEO
Mark W. Begor
Total Comp
$23,420,134
Prior Support
92%%
CEO Mark Begor received total compensation of $23,420,134 in 2025, which is significantly above typical benchmarks for a CEO at a ~$20B market cap data/analytics company, triggering the individual CEO threshold concern under the policy. While the pay program structure is largely performance-based (93% variable for the CEO, which is commendable), the pay-for-performance alignment check fails because variable pay is above benchmark while Equifax's stock has dramatically underperformed the S&P 500 Index Benchmark (^GSPC — S&P 500) by -70.7 percentage points over three years — shareholders have seen their investment lose value while the CEO received a large pay increase and above-target bonus payouts of 152.1% of target. The prior year's 92% approval does not override the objective pay-for-performance misalignment evident in the data.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$6,116,950
Non-Audit Fees
$1,034,030
Non-audit fees (tax fees of $1,026,830 plus other fees of $7,200, totaling $1,034,030) represent approximately 16.9% of audit fees ($6,116,950), well below the 50% threshold that would raise independence concerns; EY is a Big 4 firm appropriate for a company of Equifax's size and complexity; no material restatements were identified; auditor tenure was not explicitly disclosed in the proxy so no tenure trigger fires under policy.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 4
Advisory Vote to Lower Ownership Threshold to Call a Special Meeting of Shareholders to 25%
This is a board-initiated advisory proposal to lower the ownership threshold required to call a special meeting from the current 100% (effectively no special meeting right) down to 25%, which represents a meaningful improvement in shareholder rights. Lowering the special meeting threshold from 100% to 25% gives shareholders a real ability to call a special meeting without needing unanimous support, which is a mainstream governance improvement that benefits all shareholders. The board brought this proposal in direct response to shareholder feedback, which is a positive sign of responsiveness, and supporting it aligns with the policy's general support for structural governance improvements.
Proposal 5
Shareholder Proposal to Lower Ownership Threshold to Call a Special Meeting of Shareholders to 10%
This stockholder proposal asks the company to lower the special meeting ownership threshold to 10%, which is a more aggressive version of the board's own Proposal 4 (25% threshold) and represents an even stronger expansion of shareholder rights. A 10% threshold is a mainstream governance standard seen at many large public companies and gives shareholders — particularly institutional investors — meaningful and practical ability to call special meetings without needing an unusually large coalition. While the board's own Proposal 4 at 25% is also worth supporting, voting FOR the 10% proposal sends a stronger signal that shareholders want robust special meeting rights, and since this is a governance-structural ask from what appears to be a credible filer (the board's own opposition statement and the placement as a competing proposal suggest it comes from a governance-focused shareholder activist), the merits favor support.
Overall Assessment
The 2026 Equifax annual meeting ballot is dominated by a significant stock performance problem: EFX shares have lost -10.3% over three years while the S&P 500 Index Benchmark (^GSPC — S&P 500) gained +60.4%, a gap of over 70 percentage points that triggers AGAINST votes for most long-tenured directors and for the Say on Pay proposal given CEO pay of $23.4M alongside this underperformance. The auditor ratification passes cleanly with low non-audit fees, and both special meeting threshold proposals (management's 25% and the shareholder's 10%) warrant FOR votes as meaningful improvements to shareholder rights.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing