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Governance

Equifax shareholders re-elect all board directors, defeat political spending proposal

Despite opposition from several large pension funds, all 10 Equifax Inc. directors up for re-election were elected and the company's executive compensation package was approved at its annual shareholder meeting Thursday, the credit reporting agency said in a news release.

Shareholders granted support ranging from 64% to 99%, with Chairman Mark Feidler receiving the lowest support at 64%.

Also, a shareholder proposal filed by the $209.1 billion New York State Common Retirement Fund, Albany, that called for Equifax to issue a report on its political spending did not pass. Twenty-nine percent of investors supported the shareholder proposal, according to the company's 8-K filing.

In its 2018 proxy statement, Equifax pointed to a number of governance changes the company made following the September revelation that more than 145 million U.S. consumers' personal data had been hacked. Those changes included separating the roles of chairman and CEO, appointing two new independent directors and a new CEO, strengthening its clawback policy and adding a cybersecurity performance measure to its compensation program.

Large pension funds that voted against four or more directors, including Mr. Feidler, included the $351 billion California Public Employees' Retirement System, Sacramento; $204.9 billion Florida State Board of Administration, Tallahassee; $151 billion Texas Teacher Retirement System, Austin; the C$337.1 billion ($262.6 billion) Canada Pension Plan Investment Board, Toronto; and the New York State Common Fund.

Matt Sweeney, a spokesman for Mr. DiNapoli, sole trustee of the New York State Common Retirement Fund, cited directors' "poor response to the data breach" as the reason for the comptroller's opposition votes. Several of the directors were on the audit or technology committees before, during and after the breach, Mr. Sweeney wrote.

The $222.5 billion California State Teachers' Retirement System, West Sacramento, voted against the re-election of one director — John A. McKinley.

The FSBA, CPPIB, CalPERS New York State Common also voted against Equifax's executive compensation package. Texas Teachers and CalSTRS supported the pay package. Additionally, all six investors supported the political spending proposal.

According to Equifax's 2018 proxy statement, the total compensation for former CEO and chairman Richard Smith was $15.7 million in 2017, while total compensation for Paulino do Rego Barros Jr., the interim CEO in 2017, was $3.7 million. The total compensation for the four other named executives ranged from $2.2 million to $2.9 million, according to the proxy statement.

Proxy-advisory firm Institutional Shareholder Services had recommended that shareholders vote in favor of the political spending proposal and compensation package and vote against five directors, including Mr. Feidler.

Equifax said in its news release: "We recognize that while progress has been made since the cybersecurity incident, there is still more work to do, and we will continue to be in regular contact with our shareholders to communicate our plans for the long-term success and growth of the company."