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Table of Contents

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 ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

The Dun & Bradstreet Corporation

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

o

 

Fee paid previously with preliminary materials.

o

 

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 was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

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GRAPHIC

March 26, 2013

Dear Shareholder:

        You are cordially invited to attend the 2013 Annual Meeting of Shareholders of The Dun & Bradstreet Corporation ("D&B") on Wednesday, May 8, 2013, at 8:00 a.m. at The Hilton Short Hills, 41 JFK Parkway, Short Hills, New Jersey.

        The Notice of Annual Meeting and Proxy Statement accompanying this letter more fully describes the business to be acted upon at the meeting. Our Annual Report on Form 10-K for the year ended December 31, 2012 is also attached.

        Pursuant to rules adopted by the U.S. Securities and Exchange Commission we are once again providing to our shareholders access to our proxy materials over the Internet. We continue to believe that this e-proxy process allows us to provide our shareholders with the information they need while lowering printing and mailing costs, reducing the environmental impact of our Annual Meeting and more efficiently complying with our obligations under the securities laws. On or about March 26, 2013, we mailed to our beneficial shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 2013 Proxy Statement and Annual Report and vote online. Registered shareholders will be furnished a printed copy of the 2013 Proxy Statement and Annual Report by mail, unless they have opted for e-proxy access over the Internet.

        Whether or not you plan to attend the meeting, your vote is important. In addition to voting in person, shareholders of record may vote via a toll-free telephone number or over the Internet. Shareholders who received a paper copy of the 2013 Proxy Statement and Annual Report by mail may also vote by completing, signing and mailing the enclosed proxy card promptly in the return envelope provided. If your shares are held in the name of a bank, broker or other holder of record, check your proxy card to see which of these options is available to you.

        On behalf of our Board of Directors, thank you for your continued support of D&B.

Sincerely,

GRAPHIC

Sara Mathew
Chairman and Chief Executive Officer

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GRAPHIC

Notice of 2013 Annual Meeting of Shareholders

        The 2013 Annual Meeting of Shareholders of The Dun & Bradstreet Corporation will be held on Wednesday, May 8, 2013, at 8:00 a.m. at The Hilton Short Hills, 41 JFK Parkway, Short Hills, New Jersey. The purpose of the meeting is to:

        Only shareholders of record at the close of business on March 12, 2013, will be entitled to vote at the meeting.

By Order of the Board of Directors,

GRAPHIC

Christie A. Hill
Senior Vice President, General Counsel and Corporate Secretary

Dated: March 26, 2013


 

 

YOUR VOTE IS IMPORTANT

 

 

 

 

To assure your representation at the Annual Meeting, you are requested to vote your shares as promptly as possible. In addition to voting in person, shareholders of record may vote via a toll-free telephone number or over the Internet as instructed in these materials. If you received the proxy statement by mail, you may also vote by completing, signing and mailing the enclosed proxy card promptly in the return envelope provided. Please note that if your shares are held by a broker, bank or other holder of record and you wish to vote at the meeting, you must obtain a legal proxy from that record holder.

 

 

 

 

Please note that with the exception of Proposal No. 2, brokers may not vote your shares in the absence of your specific instructions as to how to vote. Please return your proxy card so your vote can be counted.
  

 

 
       

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  Page

GENERAL INFORMATION

  1

Notice of Internet Availability of Proxy Materials

  1

Annual Meeting Admission

  1

Who Can Vote

  1

How to Vote

  2

Revocation of Proxies

  2

Voting Shares in the D&B Plans

  3

List of Shareholders

  3

Householding Information

  3

Proxy Solicitation

  4

Quorum and Voting Requirements

  4

Shareholder Account Maintenance

  5

CORPORATE GOVERNANCE

  6

Board of Directors

  6

Independence of the Board and Committees

  8

Board Meetings

  9

Committees and Meetings

  10

Communications with the Board and Audit Committee

  13

Attendance at Annual Meetings

  13

Service on Multiple Audit Committees

  13

Related Persons Transactions and Approval Policy

  13

Promoters and Control Persons

  14

Compensation Committee Interlocks and Insider Participation

  14

Code of Conduct

  14

COMPENSATION OF DIRECTORS

  15

Overview of Non-employee Director Compensation

  15

Stock Ownership Guidelines

  16

Non-employee Director Compensation Table

  16

Equity Awards Outstanding as of December 31, 2012

  18

AUDIT COMMITTEE INFORMATION

  19

Report of the Audit Committee

  19

Audit Committee Pre-approval Policy

  20

Fees Paid to Independent Registered Public Accounting Firm

  20

PROPOSAL NO. 1—ELECTION OF DIRECTORS

  21

PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013

  25

PROPOSAL NO. 3—ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION (SAY ON PAY)

  26

PROPOSAL NO. 4—APPROVAL OF AMENDMENTS TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, AND FOURTH AMENDED AND RESTATED BY-LAWS, AS AMENDED, TO PERMIT SHAREHOLDERS TO ACT BY WRITTEN CONSENT

  28

SECURITY OWNERSHIP OF DIRECTORS, OFFICERS AND OTHERS

  30

EXECUTIVE OFFICERS

  32

COMPENSATION DISCUSSION & ANALYSIS

  34

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Executive Summary

  34

Purpose

  42

Objectives of our Executive Compensation Program

  43

Pay Positioning and Pay Mix

  43

Elements of our Executive Compensation Program

  44

External Benchmarking

  48

2012 Base Salaries

  51

Annual Cash Incentive Plan

  51

Long-term Equity Incentives

  55

Executive Compensation Recoupment Policy

  58

Employment Agreements

  59

Tax Deductibility

  59

Section 409A of the Internal Revenue Code

  59

REPORT OF THE COMPENSATION & BENEFITS COMMITTEE

  60

SUMMARY COMPENSATION TABLE

  61

GRANTS OF PLAN-BASED AWARDS TABLE

  63

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

  65

OPTION EXERCISES AND STOCK VESTED TABLE

  66

PENSION BENEFITS TABLE

  67

NON-QUALIFIED DEFERRED COMPENSATION TABLE

  70

OVERVIEW OF CHANGE IN CONTROL, SEVERANCE AND OTHER ARRANGEMENTS

  72

Change in Control

  72

Severance Arrangements

  73

Detrimental Conduct Program

  73

Potential Post-employment Compensation Table

  74

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

  80

OTHER MATTERS

  80

INFORMATION CONTAINED IN THIS PROXY STATEMENT

  80

SHAREHOLDER PROPOSALS FOR THE 2014 ANNUAL MEETING

  80

SCHEDULE I—RECONCILIATION OF TOTAL REVENUE TO CORE REVENUE AND THE EFFECT OF FOREIGN EXCHANGE ON CORE REVENUE GROWTH

   

SCHEDULE II—RECONCILIATION OF REPORTED DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO D&B COMMON SHAREHOLDERS TO DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO D&B COMMON SHAREHOLDERS BEFORE NON-CORE GAINS AND (CHARGES)

   

SCHEDULE III—RECONCILIATION OF REPORTED OPERATING INCOME TO OPERATING INCOME BEFORE NON-CORE GAINS AND (CHARGES)

   

EXHIBIT A—AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, OF THE DUN & BRADSTREET CORPORATION

   

EXHIBIT B—AMENDMENT TO THE FOURTH AMENDED AND RESTATED BY-LAWS, AS AMENDED, OF THE DUN & BRADSTREET CORPORATION

   

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PROXY STATEMENT

GENERAL INFORMATION

        The Board of Directors of The Dun & Bradstreet Corporation ("D&B" or "we" or "our" or the "Company") is soliciting your proxy for use at the Annual Meeting of Shareholders to be held on May 8, 2013, or Annual Meeting. On or about March 26, 2013, we mailed to our beneficial holders a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials on the Internet, and we mailed to our registered shareholders a printed copy of the proxy materials. Our principal executive offices are located at 103 JFK Parkway, Short Hills, New Jersey 07078-2708, and our main telephone number is 973-921-5500. D&B is listed on the New York Stock Exchange, or NYSE, with the ticker symbol DNB.


Notice of Internet Availability of Proxy Materials

        In accordance with the notice and access rule adopted by the U.S. Securities and Exchange Commission, or SEC, we are making the proxy materials available to all of our shareholders on the Internet and our beneficial holders will receive a Notice of Internet Availability of Proxy Materials, or Notice, containing instructions on how to access our proxy materials and how to vote on the Internet and by telephone. We are mailing to our registered shareholders a printed copy of our proxy materials, unless they have opted to receive a Notice containing instructions on how to access our proxy materials and how to vote on the Internet and by telephone. If you received a Notice and would like to receive a printed copy of our proxy materials, free of charge, you should follow the instructions for requesting such materials included in the Notice.


Annual Meeting Admission

        To attend the Annual Meeting, you will need an admission ticket or other evidence of stock ownership as of the record date, which is March 12, 2013. Only shareholders as of the record date will be entitled to attend the meeting.

        Registered shareholders. If you are a registered shareholder and you plan to attend the Annual Meeting in person, please bring your admission ticket attached to the proxy card or other evidence of stock ownership as of the record date.

        Beneficial holders. If your shares are held in the name of a bank, broker or other holder of record (in "street name") and you plan to attend the Annual Meeting in person, please bring your Notice or other evidence of stock ownership as of the record date. You may also obtain an admission ticket in advance of the meeting by sending a written request, along with evidence of stock ownership as of the record date, such as a bank or brokerage account statement, to our Corporate Secretary at the address of our principal executive offices noted above. Please make such requests at least two weeks in advance of the Annual Meeting so that we may be able to accommodate your request.


Who Can Vote

        Only shareholders of record at the close of business on March 12, 2013 are eligible to vote at the meeting. As of the close of business on that date, there were 40,173,958 shares of our common stock outstanding.

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How to Vote

        In addition to voting in person at the meeting, shareholders of record can vote by proxy by calling a toll-free telephone number, by using the Internet or, for shareholders who received a printed copy of the proxy materials, by mailing a completed and signed proxy card. The telephone and Internet voting procedures are designed to authenticate shareholders' identities, to allow shareholders to give their voting instructions and to confirm that shareholders' instructions have been recorded properly. Shareholders voting by telephone or the Internet should understand that there may be costs associated with voting in these manners, such as usage charges from telephone companies and Internet service providers, which must be borne by the shareholder.

        A proxy card that is signed and returned by a shareholder of record without specifications marked in the instruction boxes will be voted in accordance with the recommendations of the Board of Directors, as outlined in this proxy statement. If any other proposals are properly brought before the meeting and submitted to a vote, all proxies will be voted on those other proposals in accordance with the judgment of the persons voting the proxies.

        Specific voting instructions are set forth below and can also be found on the Notice and on the proxy card. If you received more than one Notice or proxy card, your shares are registered in more than one name or are registered in different accounts. Please follow the voting instructions included in each Notice and proxy card to ensure that all of your shares are voted.

Registered Shareholders

        Vote by Telephone. Registered shareholders can vote by calling toll-free at 800-690-6903. Voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

        Vote on the Internet. Registered shareholders can vote on the Internet at the website www.proxyvote.com. As with telephone voting, you can confirm that your instructions have been properly recorded.

        Vote by Mail. Registered shareholders can vote by mail by simply indicating your response on your proxy card, dating and signing it, and returning your proxy card in the postage-paid envelope provided. If the envelope is missing, please mail your completed proxy card to The Dun & Bradstreet Corporation, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717.

Beneficial Holders

        If your shares are held in street name, the Notice mailed to you from the organization that is the record owner of your shares contains instructions on how to vote your shares. Beneficial holders that received a printed copy of the proxy materials may complete and mail the proxy card or may vote by telephone or over the Internet as instructed in the proxy card by the organization that is the record owner of your shares. For a beneficial holder to vote in person at the Annual Meeting, you must obtain a legal proxy from the record owner.


Revocation of Proxies

        A shareholder of record may revoke a proxy at any time before the vote is taken at the Annual Meeting by sending written notice of the revocation to our Corporate Secretary at The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078-2708, by submitting another proxy that is properly signed and bears a later date, or by voting in person at the meeting. All properly executed proxies not revoked will be voted at the meeting in accordance with their instructions.

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Voting Shares in the D&B Plans

        If you are a current or former D&B employee who currently holds D&B shares in your name in the D&B Common Stock Fund of The Dun & Bradstreet Corporation 401(k) Plan, referred to as the 401(k) Plan, or a current or former Moody's Corporation employee who holds D&B shares in your name in the Moody's Corporation Profit Participation Plan, referred to as the PPP, you are entitled to give voting instructions for the shares held in your account. If you receive a printed copy of the proxy materials by mail, you will receive only one proxy card for all of the D&B shares you hold in the 401(k) Plan and PPP. Your proxy card will serve as a voting instruction card for the plans' trustees. However, most active D&B employees who have shares in the 401(k) Plan will receive an e-mail containing instructions on how to access our proxy materials and how to vote such shares on the Internet.

        If you do not vote your shares or specify your voting instructions on your proxy card, the applicable plan's trustee will vote your shares in the same proportion as the shares for which voting instructions have been received from other participants of the 401(k) Plan and PPP, except as otherwise required by law. To allow sufficient time for voting by the trustee of each plan, your voting instructions must be received by the applicable trustee by May 3, 2013.

        If you are a current or former D&B employee who currently holds D&B shares in the D&B Employee Stock Purchase Plan, or ESPP, you are considered a beneficial holder as described above and should follow the voting instructions provided in the Notice sent to you by the ESPP plan administrator.


List of Shareholders

        The names of registered shareholders of record entitled to vote at the Annual Meeting will be available for inspection at the Annual Meeting and, for ten days prior to the meeting, at the office of our Corporate Secretary at The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078-2708.


Householding Information

        We have adopted a procedure approved by the SEC called householding. Under this procedure, shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our Proxy Statement and Annual Report, unless one or more of the shareholders at that address notifies us that they wish to continue receiving individual copies. We believe this procedure provides greater convenience to our shareholders, saves money by reducing our printing and mailing costs, and reduces the environmental impact of our Annual Meeting.

        If you and other shareholders of record with whom you share an address and last name currently receive multiple copies of our Proxy Statement and Annual Report and would like to participate in our householding program, please contact Broadridge Financial Solutions, or Broadridge, by calling toll-free at 800-542-1061, or by writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Alternatively, if you participate in householding and wish to revoke your consent and receive separate copies of our Proxy Statement and Annual Report, please contact Broadridge, as described above.

        A number of brokerage firms have instituted householding. If you hold your shares in street name, please contact your bank, broker or other holder of record to request information about householding.

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Proxy Solicitation

        Our directors, officers and employees may solicit proxies on our behalf by communicating with shareholders personally or by telephone, facsimile, e-mail, mail or other forms of social media. We have also retained the firm of Morrow & Co., LLC, 470 West Ave., Stamford, Connecticut 06902, to assist in the solicitation of proxies for a fee estimated at $8,500 plus expenses. We will pay all expenses related to such solicitations of proxies. D&B and Morrow & Co. will request banks and brokers to solicit proxies from their customers, where appropriate, and will reimburse them for reasonable out-of-pocket expenses.


Quorum and Voting Requirements

        Our by-laws provide that a majority of the shares issued, outstanding and entitled to vote, whether present in person or represented by proxy, constitutes a quorum at meetings of shareholders. Abstentions and broker non-votes are counted for purposes of establishing a quorum. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker has not received instructions from the beneficial owner and does not have discretionary voting power for that particular matter. Brokers are permitted by the NYSE to vote shares without instructions from beneficial owners on routine matters, which includes only Proposal No. 2 (ratification of the appointment of our independent registered public accounting firm for 2013), as discussed below.

        This means that for all proposals except Proposal No. 2, brokers may not vote your shares in the absence of your specific instructions as to how to vote. Please return your proxy card so your vote can be counted.

        Election of directors (Proposal No. 1) shall be determined by a majority of the voting power present in person or represented by proxy and entitled to vote on the matter. For purposes of this proposal, a majority of the voting power present means that the number of shares voted "for" a director must exceed the number of shares voted "against" that director. As a result, shares present in person at the meeting that are not voted for a nominee, shares present by proxy for which the shareholder has abstained from voting for a nominee and shares not voted for a nominee as a result of broker non-votes will not be counted as voting for or against that nominee's achievement of a majority. If a current director is not re-elected, the director shall offer to tender his or her resignation to the Board of Directors. The Board Affairs Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Committee's recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not participate in the Board's decision.

        Ratification of the appointment of our independent registered public accounting firm for 2013 (Proposal No. 2), advisory approval of our executive compensation (Say on Pay) (Proposal No. 3), and approval of amendments to our certificate of incorporation and by-laws to permit shareholders to act by written consent (Proposal No. 4), shall each be determined by the affirmative vote of the holders of a majority of the voting power present in person or represented by proxy at the meeting and entitled to vote on the applicable matter. As a result, shares present in person at the meeting that are not voted for any such matter, shares present by proxy for which the shareholder has abstained from voting for any such matter and broker non-votes with respect to Proposal Nos. 3 or 4, if any, with respect to any such matter will not be counted toward each such matter's achievement of a majority.

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Shareholder Account Maintenance

        Our transfer agent is Computershare Shareowner Services LLC, or Computershare. All communications concerning accounts of registered shareholders, including address changes, name changes, inquiries as to requirements to transfer shares of our common stock and similar issues, can be handled by contacting Computershare using one of the following methods:

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CORPORATE GOVERNANCE

Board of Directors

        Our Board of Directors, or Board, currently consists of eight members, all of whom are independent except for our Chairman of the Board and Chief Executive Officer, or Chairman and CEO, Sara Mathew. The objective of our Board of Directors is to conduct our business activities so as to enhance shareholder value. Our Board of Directors believes that good corporate governance practices support successful business performance and thus the creation of shareholder value. To institutionalize the Board's view of governance, our Board has adopted Corporate Governance Principles. These principles, which were last reviewed in December 2012, cover Board composition and performance (e.g., director independence, qualifications of directors, outside directorships and committee service, selection of director nominees, director orientation and continuing education), the relationship of the Board with senior management (e.g., attendance of non-directors at Board meetings and Board access to senior leadership), Board meetings, Board committee review and management review.

        The Board has four standing committees: the Audit Committee, the Board Affairs Committee, the Compensation & Benefits Committee and the Innovation & Technology Committee. Each Board committee has its own charter setting forth its purpose and responsibilities, including, where applicable, those required by the NYSE listing standards. Each of the committees and their charters are described in more detail below.

        Our Corporate Governance Principles and the charters of each of our committees of the Board of Directors are available in the Investor Relations section of our website (http://investor.dnb.com) and are also available in print, without charge, to any shareholder upon request to our Corporate Secretary at The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078-2708.

        Leadership Structure of the Board. Our Board is currently led by our Chairman and CEO, Sara Mathew. D&B's Board of Directors does not have a policy on whether the roles of Chairman of the Board and CEO should be separate; however, these positions have historically been held by the same person. The Board Affairs Committee of the Board of Directors regularly evaluates governance trends and issues, including leadership structure of the Board, and has concluded that having a single Chairman and CEO is appropriate for D&B.

        Our Board believes that its leadership structure is effective in providing independent oversight of management, including with respect to one of the Board's primary functions—enhancing shareholder value. The Chairman of the Board has neither a greater nor lesser vote on matters considered by the Board than any other director. All of our directors are bound by fiduciary obligations, imposed by law, to serve the best interests of our shareholders. Additionally, our Board believes that there are certain efficiencies inherent in having the CEO (who is the person responsible for the day-to-day operations and strategy of the Company) chair the Board of Directors, such as ensuring efficiency and clarity in decision making and ensuring key business issues are brought to the Board's attention.

        Our Board of Directors acknowledges that independent Board leadership is important. Accordingly, the Company's Corporate Governance Principles provide for an independent Lead Director to be designated by the Board from time to time. Christopher J. Coughlin currently serves as our Lead Director.

        The Lead Director (i) presides over the non-management executive sessions of the Board of Directors, (ii) collects feedback from the Board meetings and provides it to the CEO, (iii) may call a meeting of the non-management directors at any time, (iv) leads the annual CEO evaluation process,

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and (v) performs such other responsibilities as the Board may from time to time delegate to assist the Board in performing its responsibilities. The Lead Director is appointed to a term of three years, with no limit on the number of terms the Lead Director may serve, either in succession or in the aggregate. We believe a term of three years provides an opportunity, if appropriate in the discretion of the Board, for rotation of the Lead Director position among the directors. Mr. Coughlin has served as Lead Director since August 2010 and more information relating to Mr. Coughlin's role as Lead Director can be found under the "Board Meetings" section of this proxy statement.

        In addition, our Board and committee composition promotes independence and protects against too much power being placed with the Chairman and CEO. All of the Board committees are comprised entirely of independent directors as determined under criteria established by the SEC and NYSE for the applicable committees and as set forth in our Corporate Governance Principles. As a result of this structure, independent directors oversee such critical matters as the integrity of the Company's financial statements, the compensation of executive management (including the CEO), the direction of the Company's innovation and technology strategy, the selection and evaluation of directors and the development and implementation of the Company's corporate governance policies and structures. In addition, seven of the eight members of our Board (with the exception of our Chairman and CEO) are independent under the foregoing standards. Our Board believes that its leadership structure enhances the Board's ability to provide insight and direction to management on important strategic initiatives and, at the same time, ensures that the appropriate level of independent oversight is applied to all Board decisions.

        The Board's Role in Risk Oversight. The Board provides oversight of risk by directly reviewing strategic risks, as noted below, by delegating matters to, and using the expertise of, certain of its committees and by receiving reports from such committees. Specifically, the Board has delegated to the Audit Committee, the Board Affairs Committee, the Compensation & Benefits Committee, or C&BC, and the Innovation & Technology Committee, or I&TC, responsibilities related to risk oversight as described herein.

        The Audit Committee oversees the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management policies. In addition, the Audit Committee oversees, and reviews with the internal auditors and management, the Company's enterprise risk management process, including the prioritization of the identified risks and management's mitigation plans. As part of the enterprise risk management process to identify and prioritize risks to the Company, management uses the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, which analyzes enterprise risks from the standpoint of a company's strategic, operational, compliance and financial reporting objectives. As noted above, strategic risks are discussed with and managed by the entire Board of Directors. The remaining categories of risk are overseen by the Audit Committee, the I&TC, the C&BC or the Board Affairs Committee, depending upon the nature of the risk.

        Particular members of management report both internally and to the Audit Committee as follows:

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        In addition, at least quarterly, the Audit Committee meets in private session separately with each of the Leader of Internal Audit and Enterprise Risk Management, the Principal Accounting Officer, the Chief Financial Officer, the Chief Compliance Officer and the Company's independent registered public accounting firm.

        Periodically, the Board Affairs Committee may review the Company's policies and programs related to (i) political actions and legislative affairs, (ii) employee health and safety, (iii) equal employment opportunity, and (iv) charitable contributions.

        The C&BC reviews with management the compensation policies and practices of the Company, including those applicable to non-executive officers, to determine the extent to which risks arising from the Company's compensation policies and practices are reasonably likely to have a material adverse effect on the Company. The compensation-related risk analysis considers the major components of compensation at the Company (base salary, cash incentives and equity-based compensation) and how each component may impact risk-taking activities by employees, including how the policies may engender activities that could impact the Company's brand and financial results. The analysis is prepared by management and reviewed and agreed upon by an interdisciplinary management team comprised of senior leaders from finance, internal audit and risk management, sales operations, legal, human resources and compensation. In addition, the Company's independent executive compensation consultant, Meridian Compensation Partners, as well as the Company's external legal counsel, reviewed and provided feedback on the analysis. Based on this analysis, the C&BC agreed with management that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

        The I&TC reviews with management the commercial risks of the Company's technology infrastructure and platforms, including marketplace and financial risks and information technology security risks. For example, management reviews with the I&TC the progress of the implementation of our technology investments.

        Each of the Audit Committee, Board Affairs Committee, C&BC and I&TC periodically reports to the Board of Directors on any such matters under review, as appropriate.


Independence of the Board and Committees

        Our Corporate Governance Principles require that at least two-thirds of the Board meet the criteria for independence established by the NYSE and applicable laws. After considering all relevant facts and circumstances, our Board has determined that each of its members except, as noted above, Sara Mathew, our Chairman and CEO, is independent under the NYSE listing standards and applicable laws. Our Board has also determined that each member of each of the Audit Committee, the Board Affairs Committee, the C&BC and the I&TC is independent under the NYSE listing standards and applicable laws (although I&TC member independence is not required because it is not an NYSE-required committee).

        Pursuant to NYSE rules, a director is not independent if the director is, or has been within the last three years, an employee of the Company. In addition, for a director to be considered independent,

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the Board must affirmatively determine that the director has no material relationship with us (either directly or indirectly, such as a partner, shareholder or officer of an organization that has a relationship with the Company). Our Corporate Governance Principles set forth categorical standards to assist the Board in determining what constitutes a material relationship with the Company. Generally, under these categorical standards, the following relationships are deemed not to be material:

        The Board retains the sole right to interpret and apply the foregoing standards in determining the materiality of any relationship. Also, in determining the independence of our directors, the Board considers the tenure of each director.


Board Meetings

        Our Board held eight meetings in 2012, with no director attending fewer than 75% of the aggregate number of meetings of the Board and of the committees of the Board on which he or she served.

        The Chairman of the Board drafts the agenda for each Board meeting and distributes it to the Board in advance of each meeting. Each Board member is encouraged to suggest items for inclusion on the agenda.

        Information and data that are important to the Board's understanding of the business and of scheduled agenda items are distributed sufficiently in advance of each Board meeting to give the directors a reasonable opportunity for review. Generally, directors receive Board materials no fewer than three days in advance of a meeting.

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        Our non-management directors meet in regularly scheduled executive sessions without members of management. Our Lead Director, Christopher J. Coughlin, presides over executive sessions of the Board. In the event of Mr. Coughlin's absence from any executive session, the Chairman of the Board will designate a substitute Lead Director. Mr. Coughlin has served as the Lead Director since August 2010. The non-management directors held six executive sessions of the Board in 2012. More information relating to Mr. Coughlin's responsibilities as Lead Director can be found under the "Leadership Structure of the Board" section of this proxy statement.


Committees and Meetings

        The table below provides the current membership information and number of meetings for each of the Audit Committee, Board Affairs Committee, C&BC and I&TC.

Name
  Audit   Board Affairs   Compensation & Benefits   Innovation & Technology  

Christopher J. Coughlin (Lead Director)

          X *   X        

Austin A. Adams

    X                 X  

John W. Alden

          X     X *      

James N. Fernandez

    X *   X              

Paul R. Garcia

    X                 X  

Sandra E. Peterson

                X     X *

Michael J. Winkler

                X     X  

Committee Meetings held in 2012

    7     5     4     4  

*
Committee Chairman

        The Audit Committee. Under the terms of its charter, the Audit Committee's primary function is to appoint annually the independent registered public accounting firm and to assist the Board in the oversight of: (1) the integrity of our financial statements, (2) the independent registered public accounting firm's qualifications and independence, (3) the performance of our internal audit function and independent registered public accounting firm, and (4) our compliance with legal and regulatory requirements. A copy of the Audit Committee's charter can be found in the Investor Relations section of our website (http://investor.dnb.com). The Report of the Audit Committee can be found under the "Audit Committee Information" section of this proxy statement.

        Our Board has reviewed the qualifications and experience of each of the Audit Committee members and determined that all members of the Audit Committee are "financially literate" as required by the NYSE listing standards.

        Our Board has also determined that James N. Fernandez qualifies as an "audit committee financial expert" as that term has been defined by the rules of the SEC and has "accounting or related financial management expertise" within the meaning of the NYSE listing standards.

        The Board Affairs Committee. Under the terms of its charter, the Board Affairs Committee's primary responsibilities include: (1) identifying individuals qualified to become Board members, (2) recommending candidates to fill Board vacancies and newly created director positions, (3) recommending whether incumbent directors should be nominated for reelection to the Board upon expiration of their terms, (4) developing and recommending to the Board a set of corporate governance principles applicable to the Board, and (5) overseeing the evaluation of the Board. A copy of the Board Affairs Committee charter can be found in the Investor Relations section of our website (http://investor.dnb.com).

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        In accordance with our Corporate Governance Principles and the Board Affairs Committee charter, the Board Affairs Committee oversees the entire process of selection and nomination of Board nominees, including screening candidates for directorships in accordance with the Board-approved criteria described below. The Committee, with input from the Chairman of the Board, will identify individuals believed to be qualified to become Board members. The Committee solicits candidates from its current directors and, if deemed appropriate, retains for a fee, one or more third party search firms to identify and help evaluate candidates. The Committee will recommend candidates to the Board to fill new or vacant positions based on such factors as it deems appropriate, including independence, potential conflicts of interest (including any affiliation with an entity that competes or appears to compete with the Company), professional experience, personal character, integrity, diversity, outside commitments (e.g., service on other Boards) and particular areas of expertise—all within the context of the needs of the Board. The Committee does not use a formula for these factors, including diversity, but instead applies its judgment based on the needs of the Company.

        The Board Affairs Committee will also consider director nominees recommended by our shareholders. Any shareholder wishing to propose a future nominee for consideration by the Board Affairs Committee may nominate persons for election to the Board of Directors if such shareholder complies with the notice procedures set forth in our by-laws and summarized under the "Shareholder Proposals for the 2014 Annual Meeting" section of this proxy statement. The Committee uses the same criteria described above to evaluate nominees recommended by our shareholders.

        No individuals were proposed for nomination by any shareholders in connection with this proxy statement or the 2013 Annual Meeting of Shareholders.

        The Compensation & Benefits Committee. Under the terms of its charter, the primary function of the C&BC is to discharge the Board's responsibilities relating to compensation of our Chairman and CEO and our other executive officers. Among other things, the C&BC: (1) evaluates the CEO's performance and reviews with the CEO the performance of other executive officers, (2) establishes and administers our policies, programs and procedures for compensating our executive officers, (3) has oversight responsibility for the administration of our employee benefit plans, (4) oversees the evaluation of management, including CEO succession planning and management development, and (5) reviews the non-employee director compensation program, recommending any changes to the Board of Directors for approval. The C&BC may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee or, to the extent otherwise permitted by applicable plans (including employee benefits plans subject to ERISA), laws or regulations (including NYSE listing standards), to any other body, individual or management. A copy of the C&BC charter can be found in the Investor Relations section of our website (http://investor.dnb.com).

        The C&BC has appointed the following committees comprised of employees of the Company to perform certain settlor, fiduciary and administrative responsibilities for our employee benefit plans:

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        The C&BC has also delegated to our CEO the authority to make limited grants under our equity compensation plans to non-executive officers. A detailed description of our processes and procedures for the determination of compensation for our executive officers and directors, including the role of the C&BC, our independent compensation consultant and our Chairman and CEO in determining or recommending the amount or form of compensation, is included in the "Compensation Discussion & Analysis" section of this proxy statement.

        The C&BC has retained the services of an independent compensation consultant. The mandate to the consultant is to work for the C&BC in connection with its review of executive and non-employee director compensation practices, including the competitiveness of executive pay levels, executive incentive design issues, market trends in executive compensation and technical considerations. The nature and scope of services rendered by the consultant on the C&BC's behalf is described below:

        The C&BC's independent executive compensation consultant is Meridian Compensation Partners, or Meridian. Meridian's services to the Company are limited exclusively to advising the C&BC with respect to executive officer and director compensation. The C&BC reviews and evaluates the independence of its consultant each year and has the final authority to hire and terminate the consultant. In considering Meridian's independence, the C&BC reviewed numerous factors relating to Meridian and the individuals actually providing services to D&B, including those required by the SEC and the NYSE. Based on a review of these factors, the C&BC has determined that (i) Meridian is independent and (ii) Meridian's engagement presents no conflicts of interest.

        The Innovation & Technology Committee. Under the terms of its charter, the primary function of the I&TC is to review our approach to information technology and innovation, including: (1) the information technology platforms required to enable customer centric innovation, cost effective organic growth and competitive advantage with respect to M&A opportunities, (2) the process and approach required to drive product innovation such as customer research, design and product development to enable customer success, (3) advising the innovation and technology senior management team as may be needed in connection with the Committee's duties and responsibilities outlined above, and (4) assisting the Board of Directors in fulfilling its oversight responsibilities regarding the Company's information technology and innovation. In addition, the I&TC reviews with management the

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commercial risks of the Company's technology infrastructure and platforms, including marketplace and financial risks and information technology security risks. The I&TC may also delegate all or a portion of its duties and responsibilities to a subcommittee or, to the extent otherwise permitted by applicable laws or regulations, to any other body, individual or management. A copy of the I&TC charter can be found in the Investor Relations section of our website (http://investor.dnb.com).


Communications with the Board and Audit Committee

        We have a process in place that permits shareholders and other interested persons to communicate with our Board of Directors through its Lead Director, Christopher J. Coughlin, and with the Audit Committee through its Chairman, James N. Fernandez. To report complaints about our accounting, internal accounting controls or auditing matters, shareholders and other interested persons should write to the D&B Audit Committee Chairman, care of our third party compliance vendor, at: AlertLine, NAVEX Global, Inc., 13950 Ballantyne Corporate Place, Suite 300, Charlotte, North Carolina 28277. To report all other concerns to the non-management directors, shareholders and other interested persons should write to the Lead Director of the D&B Board, care of AlertLine, NAVEX Global, Inc., at the address noted above. Communications that are not specifically addressed will be provided to the Lead Director of our Board. Concerns can be reported anonymously by not including a name and/or contact information, or confidentially by marking the envelope containing the communication as "Confidential." All communications received by AlertLine will be sent first to our internal compliance officer, who will forward them on to the applicable director after review. The compliance officer will not forward non-substantive communications that are unrelated to the duties and responsibilities of the Board, such as: spam, business solicitations or advertisements, resumes, product related inquiries, junk mail or mass mailings, service complaints or inquiries, personal grievances, any threatening or hostile communications or similarly unsuitable communications. As appropriate, such items may be redirected to internal management for investigation, resolution and/or response. These instructions can also be found in the Corporate Governance information maintained in the Investor Relations section of our website (http://investor.dnb.com).


Attendance at Annual Meetings

        We expect directors to be available to attend our Annual Meeting. All but two of our directors attended our 2012 Annual Meeting of Shareholders, due to scheduling conflicts.


Service on Multiple Audit Committees

        Our Corporate Governance Principles prohibit our Audit Committee members from serving as members of more than two other public company audit committees without the Board's approval. Any determination by the Board approving of service on more than two other public company audit committees will be disclosed in our annual proxy statement. No Audit Committee member currently serves on more than one other audit committee of a public company.


Related Persons Transactions and Approval Policy

        Our Board of Directors recognizes that related persons transactions present a heightened risk of conflicts of interest and therefore has adopted a written policy to be followed in connection with all related persons transactions involving D&B.

        Under this policy, the Board has delegated to the Board Affairs Committee the responsibility for reviewing certain related persons transactions in excess of $120,000, in which the related person may have a direct or indirect interest. The Board has empowered the Corporate Secretary to review all related persons transactions in excess of $120,000. Our Corporate Secretary will refer to the Board

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Affairs Committee those transactions in which the related person may have a direct or indirect material interest. For purposes of this policy, a transaction includes, but is not limited to, any financial transaction, arrangement or relationship (including any guarantee of indebtedness) or any series of similar transactions, arrangements or relationships.

        In approving related persons transactions, the Board Affairs Committee shall determine whether each related persons transaction referred to the Committee was the product of fair dealing and whether it was fair to D&B.

        Under this policy, we review our records and inquire of our directors and executive officers to identify any person who may be considered a related person. Using this information, we search our books and records for any related persons transactions that involved amounts, individually or in the aggregate, that exceed $120,000.

        In December 2011 and February 2012 we entered into consulting agreements with Caribou Technology Consulting, LLC, or Caribou, pursuant to which Caribou provided consulting services for the development and deployment of certain of our strategic technology investments. Mr. Bruce Sink, who became our Senior Vice President, Technology and Chief Information Officer effective October 22, 2012, is the founder and sole owner of Caribou. D&B engaged Caribou based upon Mr. Sink's proven global expertise in large-scale IT systems architecture, strategy and development. In addition, Mr. Sink's leadership skills in managing large, high-performing teams on projects having a track record of consistent 99.999% systems availability was important to our technology buildout. We paid Caribou approximately $815,000 for such services performed in 2012. All work by Caribou under the consulting agreements terminated when Mr. Sink became an executive officer of the Company and the agreements with Caribou have been terminated.


Promoters and Control Persons

        There are no reportable transactions pursuant to this requirement.


Compensation Committee Interlocks and Insider Participation

        None of the members of our C&BC are, or have been, an employee or officer of D&B. During fiscal year 2012, no member of our C&BC had any relationship with D&B requiring disclosure under Item 404 of Regulation S-K, the SEC rule regarding disclosure of related persons transactions. During fiscal year 2012, none of our executive officers served on the compensation committee or equivalent or board of directors of another entity whose executive officer(s) served as a director of D&B or as a member of our C&BC.


Code of Conduct

        We have adopted a Code of Conduct that applies to all of our directors, officers and employees (including our CEO, Chief Financial Officer and Principal Accounting Officer) and have posted the Code of Conduct in the Investor Relations section of our website (http://investor.dnb.com). We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K, if any, relating to amendments to or waivers from any provision of our Code of Conduct applicable to our CEO, Chief Financial Officer and Principal Accounting Officer by posting this information on our website.

        Our Code of Conduct is also available in print, without charge, to any shareholder upon request to our Corporate Secretary at The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078-2708.

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COMPENSATION OF DIRECTORS


Overview of Non-employee Director Compensation

        For 2012, our non-employee directors' total compensation program consisted of both cash and equity-based compensation awards as follows:

        Cash compensation was paid in semi-annual installments on the first business day in March and July of 2012. No separate fees are paid for attendance at Board or Committee meetings. The RSU grant is made at the beginning of the year, typically early February, five business days after the release of the Company's year-end earnings statement.

        In addition, non-employee directors may elect to defer all or a portion of their annual cash retainer and/or Lead Director/Committee Chairman cash retainer into our non-employee directors' deferred compensation plan. Directors who defer their cash retainers into the D&B Common Stock Fund under the plan receive a 10% premium payment credited to their account. This premium vests in three years provided that the director does not transfer the underlying deferred amounts out of the stock fund prior to vesting. RSU awards may also be voluntarily deferred into our non-employee directors' deferred compensation plan. RSUs are credited with dividend equivalents while deferred.

        Upon joining the Board, each new non-employee director receives a one-time stock option grant with a grant value of approximately $35,000. The number of options is based on a modified Black-Scholes methodology. These stock options vest in full one year from the date of grant. In addition, each new non-employee director receives a pro rata allocation of the other components of the total compensation program as described above.

        In 2012, exclusive of the 10% premium, the total compensation paid to each of our non-employee directors was approximately $190,000. Each non-employee director who served as a Committee Chairman, as well as our Lead Director, received an additional $20,000. In 2012, about 60% of the total direct compensation for each non-employee director was paid in the form of equity (exclusive of the 10% premium). This ratio ensures that the interests of our directors are aligned with those of our shareholders and underscores the Board's commitment that its non-employee directors have a significant stake in the success of D&B.

        Non-employee directors are also provided with the following benefits:

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        Only non-employee directors receive compensation for serving on the Board. A director who is also an employee of the Company receives no additional compensation for serving as a director.


Stock Ownership Guidelines

        Non-employee directors are required to hold at least 50% of all equity obtained through the non-employee director compensation program throughout their tenure as directors of D&B, including net shares acquired upon the exercise of stock options. These guidelines further align the interests of directors and shareholders.

        The following table summarizes the compensation paid to our non-employee directors in 2012:


Non-employee Director Compensation Table

Name
  Fees Earned
or Paid in
Cash
($)(1)
  Stock
Awards
($)(2)(3)
  Option
Awards
($)(2)(4)
  All Other
Compensation
($)(5)(6)(7)
  Total
($)
 

Christopher J. Coughlin

    102,912     120,002           30,049     252,963  

(Lead Director)

                               

Austin A. Adams

    70,000     120,002           15,565     205,567  

John W. Alden

    90,000     120,002           7,244     217,246  

James N. Fernandez

    90,000     120,002           29,472     239,474  

Paul R. Garcia

    45,192     77,644     19,167     5,403     147,406  

Douglas A. Kehring

    70,000     120,002           1,700     191,702  

Sandra E. Peterson

    90,000     120,002           10,816     220,818  

Michael R. Quinlan

    32,143     120,002           10,898     163,043  

Naomi O. Seligman

    25,000     42,638           2,913     70,551  

Michael J. Winkler

    70,000     120,002           15,680     205,682  

(1)
In addition to the $70,000 annual cash retainer for each non-employee director except Ms. Seligman and Messrs. Garcia and Quinlan, the following non-employee directors earned additional fees for serving as the Lead Director or a Committee Chairman: Mr. Coughlin—$32,912 (for serving as Lead Director and for serving pro rata as Chairman of the Board Affairs Committee); Mr. Alden—$20,000 (for serving pro rata as Chairman of the Board Affairs Committee and pro rata as Chairman of the C&BC); Mr. Fernandez—$20,000 (for serving as Chairman of the Audit Committee); Ms. Peterson—$20,000 (for serving as Chairman of the I&TC); and Mr. Quinlan—$7,143 (for serving pro rata as Chairman of the C&BC). Ms. Seligman and Mr. Quinlan received a pro rata annual cash retainer since both completed their service with our Board on May 9, 2012. Mr. Garcia received a pro rata annual cash retainer because he joined our Board on May 9, 2012.

(2)
Amounts shown represent the aggregate grant date fair value. For more information on how we value stock-based awards for directors, which is similar to our valuation for our employees (including all assumptions made in such valuation), refer to "Note 11. Employee Stock Plans" in the "Notes to Consolidated Financial Statements" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

(3)
With the exception of Ms. Seligman and Mr. Garcia, each non-employee director was granted 1,517 RSUs on February 13, 2012. Ms. Seligman was granted a pro rata number of RSUs (539) since she was completing her service with our Board on May 9, 2012. As previously announced in our 2012 Proxy Statement, Ms. Seligman reached the recommended retirement age of 72 in 2011 as set forth in our Corporate Governance Principles. However, Ms. Seligman was asked to stay on an additional year given her ongoing advice and guidance in the technology area. Mr. Garcia was granted a pro rata number of RSUs (1,224) in conjunction with his appointment to our Board of Directors on May 9, 2012.

The per share grant date fair value is equal to the mean of the high and low trading prices of D&B stock on the NYSE as of the date of grant. On February 13, 2012, the per share grant date fair value was $79.11. Therefore, excluding dividend

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    equivalent units, the total full fair value for RSUs granted to each non-employee director in 2012, with the exception of Ms. Seligman, was approximately $120,000. Ms. Seligman's pro rata grant on February 13, 2012 was valued at approximately $42,600. On May 9, 2012, the per share grant date fair value was $63.44. Therefore, the total fair value for RSUs granted to Mr. Garcia in 2012 was approximately $77,600. These RSUs vest in full on the third anniversary of the date of grant or at the director's termination of service, whichever is earlier.

    In addition, the following non-employee directors were granted the number of shares as noted in 2012 or later, reflecting payment of dividend equivalent units with respect to RSUs whose restrictions had lapsed in 2012, as follows:

Director
  Date   Number of Shares  

John W. Alden

    2/4/2012     87  

Douglas A. Kehring

    8/7/2012     29  

Michael R. Quinlan

    5/9/2012     1,334  

Naomi O. Seligman

    5/9/2012     380  

Dividend equivalent units vest in full when the restrictions on the corresponding RSUs lapse. The annual equity grants were reviewed by the C&BC and were made five business days after our annual earnings release. The value of the dividend equivalent units paid with respect to RSUs is reported in the All Other Compensation column. The amount for each non-employee director represents the value of all dividend equivalent units credited in 2012.

(4)
On May 9, 2012, we granted Mr. Garcia 1,788 stock options with an exercise price of $63.44, which was equal to the fair market value of our common stock on that date, as computed in accordance with FASB ASC Topic 718 (i.e., the mean of the high and low trading prices). This grant of stock options to Mr. Garcia was in recognition of his appointment to our Board as a non-employee director. The stock options vest in full on the first anniversary of the date of grant. Stock options not yet vested terminate upon the director's termination of service, except that if the director's service terminates by reason of death, disability or retirement before the first anniversary, a pro rata portion of such stock options vest. The stock options expire on May 9, 2022.

(5)
Three non-employee directors elected to defer all or a portion of their 2012 cash retainers into the D&B Common Stock Fund under our non-employee directors' deferred compensation plan. The directors received a 10% premium on such deferred amounts. The 10% premiums are credited as additional deferrals under the D&B Common Stock Fund and vest on the third anniversary of the deferral; provided that none of the related deferred amounts are removed from the fund prior to this time. For the non-employee directors who elected to defer amounts into the D&B Common Stock Fund, the 10% premium was: Mr. Coughlin—$10,291, Mr. Fernandez—$9,000 and Mr. Quinlan—$3,214.

(6)
In addition, amounts shown for Messrs. Adams, Coughlin, Fernandez and Garcia include matching gifts of $4,000 each, made pursuant to the D&B Corporate Giving Program available to all of our employees and directors.

(7)
The amounts shown also include the value of all dividend equivalent units credited in 2012 or later. In 2012, the Company paid a quarterly dividend of $0.38 per share. The value of all dividend equivalent units equals the number of RSUs as of the record date multiplied by the quarterly dividend. The resulting value is then divided by the fair market value of our common stock on the dividend payment date to arrive at the number of dividend equivalent units to be credited. In 2012, the total value of all dividend equivalent units credited to our non-employee directors was as follows:

Name
  Value of RSU
Dividend Credit ($)
 

Christopher J. Coughlin (Lead Director)

    15,758  

Austin A. Adams

   
11,565
 

John W. Alden

   
7,244
 

James N. Fernandez

   
16,472
 

Paul R. Garcia

   
1,403
 

Douglas A. Kehring

   
1,700
 

Sandra E. Peterson

   
10,816
 

Michael R. Quinlan

   
7,683
 

Naomi O. Seligman

   
2,913
 

Michael J. Winkler

   
15,680
 

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        As of December 31, 2012, the aggregate number of stock awards (including units held in the D&B Common Stock Fund under our non-employee directors' deferred compensation plan) and stock options outstanding for each non-employee director was as follows:


Equity Awards Outstanding as of December 31, 2012

Non-employee Director
  Stock Awards
(#)
  Option Awards
(#)
 

Christopher J. Coughlin (Lead Director)

    15,737     11,325  

Austin A. Adams

    8,058     4,015  

John W. Alden

    4,635     7,006  

James N. Fernandez

    16,659     11,325  

Paul R. Garcia

    1,224     1,788  

Douglas A. Kehring

    0     0  

Sandra E. Peterson

    10,725     4,676  

Michael R. Quinlan

    6,688     20,787  

Naomi O. Seligman

    0     14,252  

Michael J. Winkler

    13,567     8,546  

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AUDIT COMMITTEE INFORMATION


Report of the Audit Committee

        The Board of Directors has determined that each member of the Audit Committee is "independent" within the meaning of the SEC regulations and the NYSE listing standards. The Audit Committee selects our independent registered public accounting firm. Management has the primary responsibility for our financial reporting process, including our system of internal controls, and for the preparation of consolidated financial statements in compliance with generally accepted accounting principles, applicable laws and regulations. Our independent registered public accounting firm is responsible for performing an independent audit of the financial statements in accordance with the standards of the Public Company Accounting Oversight Board and expressing an opinion as to the conformity of such financial statements with generally accepted accounting principles, or GAAP, in the United States and the effectiveness of internal control over financial reporting. It is not the Audit Committee's duty or responsibility to conduct auditing or accounting reviews or procedures.

        Management has represented to the Audit Committee that our financial statements were prepared in accordance with GAAP in the United States, and the Audit Committee has reviewed and discussed the financial statements with management and the independent registered public accounting firm in the course of performing its oversight role.

        The Audit Committee has reviewed and discussed with management and our independent registered public accountant, PricewaterhouseCoopers LLP, the Company's Annual Report on Form 10-K, which includes the Company's audited consolidated financial statements for the year ended December 31, 2012.

        The Audit Committee has discussed with PricewaterhouseCoopers LLP, the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

        In addition, the Audit Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP, required by the applicable requirements of the Public Company Accounting Oversight Board regarding PricewaterhouseCoopers LLP's communications with the Audit Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP their independence from the Company and management.

        The Audit Committee met regularly with the Leader of Internal Audit and Enterprise Risk Management, Principal Accounting Officer, Chief Financial Officer, Chief Compliance Officer and the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting.

        Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in this proxy statement and in our Annual Report on Form 10-K for the year ended December 31, 2012 for filing with the SEC.

Audit Committee

James N. Fernandez, Chairman
Austin A. Adams
Paul R. Garcia

February 26, 2013

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Audit Committee Pre-approval Policy

        The Audit Committee of the Board of Directors has adopted an Audit Committee Pre-approval Policy. In accordance with this policy, the independent registered public accounting firm may not provide certain prohibited services. In addition, the Audit Committee must pre-approve the engagement terms and fees, and any changes to those terms and fees, of all audit and non-audit services performed by PricewaterhouseCoopers LLP. All pre-approval requests submitted to the Audit Committee are required to be accompanied by backup documentation and a view from PricewaterhouseCoopers LLP and our Chief Financial Officer, Treasurer or Controller that the services will not impair the independent registered public accounting firm's independence. The policy does not include any delegation of the Audit Committee's responsibilities to management. The Audit Committee has delegated its pre-approval authority to the Audit Committee chairman or his delegate, subject to an overall limit of $100,000 in new services. Pre-approvals by the delegated member or members must be reported to the Audit Committee at its next scheduled meeting.


Fees Paid to Independent Registered Public Accounting Firm

        The aggregate fees billed to us by PricewaterhouseCoopers LLP for the last two fiscal years are as follows:

 
  Fiscal Year Ended
December 31,
 
 
  2012   2011  
 
  (In thousands)
 

Audit Fees (1)

  $ 5,808   $ 5,135  

Audit Related Fees (2)

    304     291  

Tax Fees (3)

    624     589  

All Other Fees

         
           

Total Fees

  $ 6,736   $ 6,015  
           

(1)
Consist primarily of professional fees for services provided in connection with the audit of our financial statements, review of our quarterly financial statements, the audit of the effectiveness of internal control over financial reporting with the objective of obtaining reasonable assurance as to whether effective internal control over financial reporting was maintained in all material respects, and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings. Audit fees for the year ended December 31, 2012 include a separate approved project in the amount of $468,000 related to the integrated audit, as well as services performed in connection with our bond issuance during 2012 in the amount of $140,000.

(2)
Consist primarily of fees for audits of our employee benefit plans and services in connection with the review of certain compensation-related disclosures in our proxy statement, and post-M&A activity reviews.

(3)
Consist primarily of foreign tax planning and assistance in the preparation and review of our foreign income tax returns.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

        Upon recommendation of the Board Affairs Committee, the Board of Directors has nominated the following individuals for election as directors for a one-year term expiring at the 2014 Annual Meeting of Shareholders: Austin A. Adams, John W. Alden, Christopher J. Coughlin, James N. Fernandez, Paul R. Garcia, Sara Mathew and Sandra E. Peterson (the "Nominees"). Michael J. Winkler was not nominated for election due to health concerns. The Board has determined to decrease the Board size from eight members to seven members upon expiration of Mr. Winkler's current term immediately prior to the election of directors at the Annual Meeting. Each Nominee currently serves as a director. Biographical information for each of our Nominees is provided below.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF OUR NOMINEES.

Austin A. Adams
Retired Executive Vice President and Corporate Chief Information Officer
JPMorgan Chase

        Austin A. Adams, age 69, has served as a director of D&B since April 2007, and is a member of the Audit Committee and Innovation & Technology Committee. Mr. Adams served as Executive Vice President and Corporate Chief Information Officer of JPMorgan Chase from July 2004 (upon the merger of JPMorgan Chase and Bank One Corporation) until his retirement in October 2006. Prior to the merger, Mr. Adams served as Executive Vice President and Chief Information Officer of Bank One from 2001 to 2004. Prior to joining Bank One, he was Chief Information Officer at First Union Corporation (now Wells Fargo & Co.) from 1985 to 2001. Mr. Adams is also a director of the following public companies: FNB United Corp. and Spectra Energy, Inc. He has not served as a director of any other public company in the last five years.

        In assessing Mr. Adams's skills and qualifications to serve on the D&B Board, our directors considered his experience in managing the technology operations of three of the U.S.'s largest banks and his expertise in effectively deploying technology to support a company's products and operations, which is particularly helpful to our Company given the importance of technology to our operations. Finally, our Board believes it benefits from Mr. Adams's experience serving on the board of two other U.S. public companies.

John W. Alden
Retired Vice Chairman
United Parcel Service, Inc.

        John W. Alden, age 71, has served as a director of D&B since December 2002, and is Chairman of the Compensation & Benefits Committee and a member of the Board Affairs Committee. Mr. Alden served with United Parcel Service, Inc. (UPS), the largest express package carrier in the world, for 35 years, serving on UPS's board of directors from 1988 to 2000. His most recent role was as Vice Chairman of the Board of UPS from 1996 until his retirement in 2000. Mr. Alden is also a director of the following public companies: Arkansas Best Corporation, Barnes Group, Inc. and Silgan Holdings, Inc. He has not served as a director of any other public company in the last five years.

        In assessing Mr. Alden's skills and qualifications to serve on the D&B Board, our directors considered his extensive sales and marketing and general management experience, including strategic planning, gained during his 35 years at UPS, a complex and global company that, like D&B, serves

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small, medium and large U.S. and international businesses. Our Board also believes it benefits from Mr. Alden's experience gained during his lengthy tenure on the board of UPS and as a director of other public companies.

Christopher J. Coughlin
Retired Executive Vice President and Chief Financial Officer
Tyco International Ltd.

        Christopher J. Coughlin, age 60, has served as a director of D&B since December 2004, and is Chairman of the Board Affairs Committee and a member of the Compensation & Benefits Committee. Mr. Coughlin has also been the Lead Director since August 2010. Mr. Coughlin served as Executive Vice President and Chief Financial Officer of Tyco International Ltd., a global business with leading positions in residential and commercial security, fire protection and industrial products and services, from March 2005 until December 2010 and served as an advisor to Tyco from December 2010 until October 2012. Previously, he served at The Interpublic Group of Companies, Inc. as Executive Vice President and Chief Operating Officer from June 2003 to December 2004, as Chief Financial Officer from August 2003 to June 2004, and as a director from July 2003 to July 2004. Prior to that, Mr. Coughlin served as Executive Vice President and Chief Financial Officer of Pharmacia Corporation from 1998 to 2003, and prior to that Mr. Coughlin served as Executive Vice President and then President of Nabisco International, a division of Nabisco Holdings. Mr. Coughlin is also a director of the following public companies: Covidien Ltd. and Forest Laboratories, Inc. He has not served as a director of any other public company in the last five years. He previously served as a director of Perrigo Company, Monsanto Company and The Interpublic Group of Companies, Inc.

        In assessing Mr. Coughlin's skills and qualifications to serve on the D&B Board, our directors considered his significant financial expertise and general management experience gained from his executive officer/chief financial officer positions at four large public companies. This expertise and experience includes his understanding of operations, financial planning and controls, and evaluating and executing acquisition and divestiture transactions. In addition, the Board believes it benefits from Mr. Coughlin's experience serving on the board of two other NYSE-listed public companies.

James N. Fernandez
Executive Vice President and Chief Operating Officer
Tiffany & Co.

        James N. Fernandez, age 57, has served as a director of D&B since December 2004, and is Chairman of the Audit Committee and a member of the Board Affairs Committee. Mr. Fernandez has served with Tiffany & Co., a specialty retailer, designer, manufacturer and distributor of fine jewelry, timepieces, sterling silverware, china, crystal, stationery, fragrances and accessories, since October 1983. He has held numerous positions with Tiffany & Co., including Senior Vice President and Chief Financial Officer from April 1989 until January 1998, when he was promoted to Executive Vice President and Chief Financial Officer. In June 2011, Mr. Fernandez was promoted to Executive Vice President and Chief Operating Officer with overall responsibility for finance, distribution, information technology, manufacturing and Tiffany's Diamond and Gemstone Division. Mr. Fernandez does not serve, nor has he served in the last five years, on the board of any other public company.

        In assessing Mr. Fernandez's skills and qualifications to serve on the D&B Board, our directors considered Mr. Fernandez's financial expertise (including investor relations oversight), brand management and operations experience (including information technology oversight) gained at Tiffany & Co. over the past nearly 30 years, including in his role as the CFO for 22 years. The Board also values Mr. Fernandez's qualification as an "audit committee financial expert" as that term has

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been defined by the rules of the SEC and his "accounting or related financial management expertise" within the meaning of NYSE listing standards.

Paul R. Garcia
Chairman and Chief Executive Officer
Global Payments, Inc.

        Paul R. Garcia, age 60, has served as a director of D&B since May 2012, and is a member of the Audit Committee and Innovation & Technology Committee. Mr. Garcia has served as Chairman of the Board of Global Payments, Inc., a leading provider of payment processing services, since October 2002, and as Chief Executive Officer and a director since February 2001. Previously, Mr. Garcia served as Chief Executive Officer of NDC eCommerce, a division of National Data Corporation, from July 1999 to February 2001, President and Chief Executive Officer of Productivity Point International, Inc. from 1996 to 1998, Group President of First Data Issuing Services from 1995 to 1996, Chief Executive Officer of both National Bancard Corporation (NaBANCO) and First Financial Bank from 1982 to 1995, and National Sales Manager of Chase Manhattan Merchant Bank Card Services from 1979 to 1982. Mr. Garcia does not serve, nor has he served in the last five years, on the board of any other public company except Global Payments, Inc.

        In assessing Mr. Garcia's skills and qualifications to serve on the D&B Board, our directors considered Mr. Garcia's extensive management, operations and technology expertise gained from his management and executive roles in the financial and payments services industry, including as CEO of Global Payments. The Board also values his experience as Chairman of a U.S. public company.

Sara Mathew
Chairman and Chief Executive Officer
The Dun & Bradstreet Corporation

        Ms. Mathew, age 57, has served as our Chairman of the Board since July 1, 2010, as our Chief Executive Officer since January 2010, and was named to our Board of Directors in January 2008. She previously served as President from March 2007 to June 2010, as Chief Operating Officer from March 2007 to December 2009 and as Chief Financial Officer from August 2001 to February 2007, in addition to serving as President, D&B U.S. from September 2006 to February 2007, with additional leadership responsibility for strategy from January 2005 to February 2007. In addition, Ms. Mathew served as President, D&B International from January 2006 through September 2006. Before joining D&B, Ms. Mathew served in various positions at Procter & Gamble for 18 years. Ms. Mathew is also a director of The Campbell Soup Company, where she serves as chairman of the Audit Committee. She has not served as a director of any other public company in the last five years.

        In assessing Ms. Mathew's skills and qualifications to serve on the D&B Board, our directors considered her financial expertise and general management experience gained through the various strategic leadership roles she has held at D&B since 2005. The Board also values her various responsibilities in international and domestic finance and investor relations during her 18-year tenure at Procter & Gamble. Finally, the Board believes it benefits from Ms. Mathew's experience gained as a director on the board of another U.S. public company that operates globally.

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Sandra E. Peterson
Group Worldwide Chairman and Executive Committee Chairman
Johnson & Johnson

        Sandra E. Peterson, age 54, has served as a director of D&B since September 2002, and is Chairman of the Innovation & Technology Committee and a member of the Compensation & Benefits Committee. Ms. Peterson has served as the Group Worldwide Chairman and member of the Executive Committee of Johnson & Johnson, a global manufacturer of pharmaceutical, diagnostic, therapeutic, surgical, and biotechnology products, as well as personal care products, since December 1, 2012. Ms. Peterson previously served as Chairman of the Board of Management of Bayer CropScience AG (a subsidiary of Bayer AG) from October 2010 to November 2012 and, prior to that, as a member of Bayer CropScience AG's Board of Management from July 2010 through September 2010. Prior to that, Ms. Peterson previously served as Executive Vice President and President, Medical Care, Bayer HealthCare LLC from May 2005 to June 2010, Group President of Government for Medco Health Solutions, Inc. (formerly Merck-Medco) from September 2003 until February 2004, Senior Vice President of Medco's health businesses from April 2001 through August 2003 and Senior Vice President of Marketing for Merck-Medco Managed Care LLC from January 1999 to March 2001. Ms. Peterson does not serve, nor has she served in the last five years, on the board of any other public company. She previously served as a director of Handleman Company, a public company, from May 2001 to November 2005.

        In assessing Ms. Peterson's skills and qualifications to serve on the D&B Board, our directors considered her general operations experience with global companies, product and marketing experience and expertise with strategy development gained from her executive positions with Johnson & Johnson, Bayer CropScience AG, Bayer HealthCare LLC and Medco Health Solutions, Inc. Finally, the Board believes it benefits from Ms. Peterson's experience gained while serving on the board of another U.S. public company.

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PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013

        The Audit Committee has appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm to audit the consolidated financial statements for the year ending December 31, 2013. Although shareholder approval of this appointment is not required, the Audit Committee and the Board of Directors believe that submitting the appointment to the shareholders for ratification is a matter of good corporate governance. If the shareholders do not ratify the appointment, the Audit Committee will review its future selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm in light of the shareholder vote, but still may retain them. Even if the appointment is ratified, the Audit Committee, at its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of D&B and our shareholders.

        PricewaterhouseCoopers LLP acted as our independent registered public accounting firm for the 2012 fiscal year. In addition to its audit of our consolidated financial statements, PricewaterhouseCoopers LLP also performed statutory audits required by certain international jurisdictions, audited the financial statements of our various benefit plans, and performed certain non-audit services. Fees for these services are described under the "Fees Paid to Independent Registered Public Accounting Firm" section of this proxy statement.

        A representative of PricewaterhouseCoopers LLP is expected to be present at the 2013 Annual Meeting of Shareholders. Such representative will have the opportunity to make a statement, if he or she so desires, and is expected to be available to respond to questions.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP.

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PROPOSAL NO. 3

ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION (SAY ON PAY)

        We believe that our executive compensation program, policies and procedures are founded on pay for performance and are strongly aligned with the long-term interests of our shareholders. This proposal, commonly known as "Say on Pay," gives shareholders the opportunity to express their favor or disfavor with the Company's executive compensation program, policies and procedures.

        Our executive compensation program is described more fully in the "Compensation Discussion & Analysis" section of this proxy statement and the related tables and narrative that follow it. Shareholders are, therefore, encouraged to read that information in its entirety to obtain a complete understanding of our executive compensation program.

        We believe that the design, development and execution of our pay program, policies and procedures has resulted in executive compensation decisions that are appropriate and that have benefitted the Company and shareholders over time. As noted in the "Compensation Discussion & Analysis" section of this proxy statement, our executive pay levels have generally aligned well based on relative performance when measured against our compensation comparison group.

Response to 2012 "Say on Pay" Vote and Shareholder Outreach

        At our 2012 Annual Meeting, our advisory vote on executive pay passed by a vote of 64%, significantly lower than the vote received in 2011. The vote outcome was disappointing, especially since our executive pay program remained substantially the same in 2012.

        In 2012, we broadened our shareholder outreach effort to gain a better understanding of how our executive pay programs and practices might be improved. Feedback from these discussions as well as emerging governance trends formed the basis of several changes to our executive pay program which we adopted effective January 1, 2013 (unless otherwise noted):

   


(1)
Total shareholder return over a specified period is defined as the net stock price change plus the value of dividends reinvested in the month they are paid.

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Ongoing Pay for Performance Policies and Good Governance Practices

        Other important and ongoing features of our current executive compensation program that contribute to pay for performance and good governance practices include the following:

        For the reasons noted above and given the information provided elsewhere in this proxy statement, the Board of Directors asks you to approve the following resolution:

        As this is a proposal for advisory approval, the result is not binding upon the Company. However, the C&BC, which is responsible for designing and administering the Company's executive compensation program, values the opinions expressed by shareholders in their vote on this proposal. The C&BC will consider the outcome of this advisory vote when making future compensation decisions for our executive officers.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF OUR COMPANY'S OVERALL EXECUTIVE COMPENSATION PROGRAM, POLICIES AND PROCEDURES.

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PROPOSAL NO. 4

APPROVAL OF AMENDMENTS TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, AND FOURTH AMENDED AND RESTATED BY-LAWS, AS AMENDED, TO PERMIT SHAREHOLDERS TO ACT BY WRITTEN CONSENT

        The Company's Board of Directors has proposed, and recommends that shareholders approve at the Annual Meeting, amendments, or Amendments, to the Company's Amended and Restated Certificate of Incorporation, as amended, or Charter, and Fourth Amended and Restated By-Laws, as amended, or By-Laws, that would add a right permitting the holders of at least 40% of the Company's outstanding common stock to act by written consent. Currently, the Company's Charter and By-Laws do not permit shareholders to act by written consent. The Board, upon the recommendation of the Board Affairs Committee, has unanimously adopted resolutions approving the Amendments and recommending approval of the Amendments to our shareholders. The Amendments also include procedural requirements with which shareholders would be required to comply in order to act by written consent.

        The Amendments to the Charter permit shareholders holding at least 40% of the voting power of the outstanding capital stock entitled to vote on an action the right to request that the Board set a record date for determining the shareholders entitled to vote by written consent on such action. The 40% threshold is consistent with the 40% threshold that must be met for our shareholders to call a special meeting, which our shareholders approved at last year's Annual Meeting. Additionally, certain other procedural requirements relating to the right to act by written consent are similar to the requirements for our shareholders to call special meetings. For example, as with the request to call a special meeting, the Board is not required to take action (in this case, set a record date) if: (i) the request is received during the period commencing 90 days prior to the first anniversary of the date of the immediately preceding annual meeting of shareholders and ending on the date of the next annual meeting; (ii) a similar item (as determined in good faith by the Board) was presented at a meeting of shareholders held not more than 120 days before the request is received; or (iii) the Board or the Chief Executive Officer has called or calls for an annual or special meeting of shareholders to be held within 90 days after the request is received and the business to be conducted at such meeting is a similar item. The Board believes that the procedures for acting by written consent and calling a special meeting should be as similar as possible, since the two serve the same purpose—a process for shareholders to take action outside the annual meeting cycle—and there should be no advantage to proceeding in one way versus the other.

        The Board believes that providing the right to act by written consent is a valuable shareholder right and a good governance step for the Company to take. However, the Board also believes that the written consent process requires certain additional procedural safeguards to ensure that shareholders have the same opportunity to discuss the proposed action and listen to all viewpoints that they would have if action were taken at a special meeting, and to ensure complete fairness and transparency in the process for all shareholders. As such, the Amendments to the Charter include requirements that:

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        Attached to this proxy statement as Exhibits A and B, respectively, are the relevant sections of the Charter and By-Laws which reflect the Amendments. The general description above is qualified in its entirety by reference to the text of the Amendments in Exhibits A and B. If approved, the Amendments to the Charter will become effective upon the filing of a Certificate of Amendment to the Charter, or an Amended and Restated Charter reflecting such Amendments, with the Secretary of State of the State of Delaware. The Company would make such a filing promptly after approval of the Amendments by the shareholders at the Annual Meeting. The Amendments to the By-Laws will become effective when the Amendments to the Charter become effective.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF AMENDMENTS TO THE COMPANY'S CHARTER AND BY-LAWS TO PERMIT SHAREHOLDERS TO ACT BY WRITTEN CONSENT.

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SECURITY OWNERSHIP OF DIRECTORS, OFFICERS AND OTHERS

        The following table shows the number of shares of our common stock beneficially owned by each of the directors and named executive officers listed in the Summary Compensation Table in this proxy statement, and all directors and executive officers of D&B as a group, as of February 28, 2013. The table also shows the names, addresses and share ownership of the only persons known to us to be the beneficial owners of more than 5% of our outstanding common stock. This information is based upon information furnished by each such person or, in the case of the beneficial owners, based upon public filings by the beneficial owners with the SEC. Unless otherwise stated, the indicated persons have sole voting and investment power over the shares listed. Percentages are based upon the number of shares of our common stock outstanding on February 28, 2013, plus, where applicable, the number of shares that the indicated person or group had a right to acquire within 60 days of such date.

Name
  Aggregate
Number of
Shares
Beneficially
Owned (1)
  Percent of
Shares
Outstanding
 

Sara Mathew (Chairman and CEO)

    550,326     1.35 %

Christopher J. Coughlin (Lead Director)

    24,565  (2)        *

Austin A. Adams

    14,708          *

John W. Alden

    22,701          *

James N. Fernandez

    25,799  (3)        *

Paul R. Garcia

    2,708          *

Sandra E. Peterson

    20,663          *

Michael J. Winkler

    20,490          *

Richard H. Veldran

    55,858          *

Emanuele A. Conti

    34,717          *

Joshua L. Peirez

    26,046          *

Bruce R. Sink

             *

Byron C. Vielehr

    149,033          *

All current directors and executive officers as a group (15 persons)

    967,303     2.35 %

The Vanguard Group, Inc. (4)

   
3,109,169
   
7.71

%

100 Vanguard Boulevard

             

Malvern, Pennsylvania 19355

             

Massachusetts Financial Services Company (5)

   
2,843,068
   
7.05

%

111 Huntington Avenue

             

Boston, Massachusetts 02199

             

Artisan Partners Holdings LP (6)

   
2,734,016
   
6.78

%

875 East Wisconsin Avenue, Suite 800

             

Milwaukee, Wisconsin 53202

             

BlackRock, Inc. (7)

   
2,516,731
   
6.24

%

40 East 52nd Street

             

New York, New York 10022

             

Longview Partners (Guernsey) Limited (8)

   
2,411,124
   
5.98

%

P.O. Box 559, Sarnia House

             

Le Truchot, St. Peter Port

             

Guernsey GY1 6JC

             

*
Represents less than 1% of our outstanding common stock.

(1)
Includes the maximum number of shares of common stock that may be acquired within 60 days of February 28, 2013, upon the exercise of vested stock options as follows: Ms. Mathew, 424,750; Mr. Coughlin, 11,325; Mr. Adams, 4,015; Mr. Alden, 7,006; Mr. Fernandez, 11,325; Mr. Garcia, 0; Ms. Peterson, 4,676; Mr. Winkler, 8,546; Mr. Veldran, 52,375; Mr. Conti,

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    27,375; Mr. Peirez, 22,025; Mr. Sink, 0; Mr. Vielehr, 137,725; and all current directors and executive officers as a group, 728,218.

    Also includes the maximum number of shares of common stock that may be acquired within 60 days of February 28, 2013, upon the vesting of RSUs as follows: Ms. Mathew, 37,400; Mr. Coughlin, 11,996; Mr. Adams, 9,193; Mr. Alden, 4,494; Mr. Fernandez, 12,474; Mr. Garcia, 2,708; Ms. Peterson, 8,693; Mr. Winkler, 11,944; Mr. Veldran, 1,776; Mr. Conti, 1,713; Mr. Peirez, 2,092; Mr. Sink, 0; Mr. Vielehr, 3,809; and all current directors and executive officers as a group, 109,347.

    Does not include the following D&B stock units which are held by those directors named who defer compensation: Mr. Coughlin, 6,650; Mr. Adams, 771; Mr. Fernandez, 7,009; Ms. Peterson, 3,888; and Mr. Winkler, 3,798. D&B stock units do not confer voting rights and are not considered beneficially owned shares under SEC rules. In addition, they are settled in cash, not shares, when a director leaves the Board.

(2)
Includes 800 shares owned by Mr. Coughlin's spouse, to which Mr. Coughlin disclaims beneficial ownership.

(3)
Includes 2,000 shares as to which Mr. Fernandez has shared voting and shared dispositive power.

(4)
The Vanguard Group, Inc. ("Vanguard") filed a Schedule 13G/A with the SEC on February 11, 2013. This Schedule 13G/A shows that Vanguard, an investment advisor, had sole voting power over 80,078 shares, sole dispositive power over 3,034,291 shares and shared dispositive power over 74,878 shares. This Schedule 13G/A also shows that Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 62,678 shares as a result of its role as investment manager of collective trust accounts, and that Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 29,600 shares, as a result of its role as investment manager of Australian investment offerings.

(5)
Massachusetts Financial Services Company filed a Schedule 13G/A with the SEC on February 13, 2013. This Schedule 13G/A shows that Massachusetts Financial Services Company, an investment adviser, had sole voting power over 2,450,638 shares and sole dispositive power over 2,843,068 shares.

(6)
Artisan Partners Holdings LP ("Artisan Holdings") filed a Schedule 13G/A with the SEC on February 6, 2013. This Schedule 13G/A contains the following information: that Artisan Holdings, Artisan Investment Corporation, the general partner of Artisan Holdings ("Artisan Corp."), Artisan Partners Limited Partnership ("Artisan Partners"), Artisan Investments GP LLC, the general partner of Artisan Partners ("Artisan Investments"), ZFIC, Inc., the sole stockholder of Artisan Corp. ("ZFIC"), Andrew A. Ziegler and Carlene M. Ziegler had shared voting power over 2,628,021 shares and shared dispositive power over 2,734,016 shares. Artisan Holdings is the sole limited partner of Artisan Partners; Artisan Investments is the general partner of Artisan Partners; Artisan Corp. is the general partner of Artisan Holdings; ZFIC is the sole stockholder of Artisan Corp.; Mr. Ziegler and Ms. Ziegler are the principal stockholders of ZFIC. Artisan Partners is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. The shares reported in the Schedule 13G/A have been acquired on behalf of discretionary clients of Artisan Partners. Persons other than Artisan Partners are entitled to receive all dividends from, and proceeds from the sale of, those shares. None of those persons, to the knowledge of Artisan Partners, Artisan Holdings, Artisan Investments, Artisan Corp., ZFIC, Mr. Ziegler or Ms. Ziegler, has an economic interest in more than 5% of the class.

(7)
BlackRock, Inc. filed a Schedule 13G with the SEC on January 30, 2013. This Schedule 13G shows that BlackRock, Inc., a parent holding company or control person, beneficially owns 2,516,731 shares over which it had sole voting and sole dispositive power, through its subsidiaries BlackRock Advisors, LLC, BlackRock Financial Management, Inc., BlackRock Investment Management, LLC, BlackRock Investment Management (Australia) Limited, BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock Fund Managers Limited, BlackRock Life Limited, BlackRock Asset Management Australia Limited, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock International Limited, BlackRock Institutional Trust Company, N.A., BlackRock Japan Co. Ltd. and BlackRock Investment Management (UK) Limited.

(8)
Longview Partners (Guernsey) Limited filed a Schedule 13G with the SEC on February 13, 2013. This Schedule 13G shows that Longview Partners (Guernsey) Limited, an investment adviser and a parent holding company or control person, Longview Partners Limited Liability Partnership and Longview Partners (UK) Limited, a wholly-owned subsidiary of Longview Partners (Guernsey) Limited and the managing member of Longview Partners Limited Liability Partnership (collectively "Longview Partners") beneficially own 2,411,124 shares over which they have shared voting power over 1,609,118 shares and shared dispositive power over 2,411,124 shares. The shares reported in the Schedule 13G have been acquired on behalf of discretionary clients of Longview Partners. Persons other than Longview Partners are entitled to receive all dividends from, and proceeds from the sale of, those shares. None of those persons, to the knowledge of Longview Partners, has an economic interest in more than 5% of the class.

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EXECUTIVE OFFICERS

        The following table lists all of our executive officers as of March 26, 2013. Our executive officers are elected by our Board of Directors and each will hold office until his or her successor is elected, or until his or her earlier resignation or removal.

Name
 
Title
  Age  

Sara Mathew (1)

  Chairman of the Board and Chief Executive Officer     57  

Emanuele A. Conti

  President, North America     45  

Christie A. Hill

  Senior Vice President, General Counsel and Corporate Secretary     51  

Joshua L. Peirez

  President, Global Product, Marketing and Innovation     42  

Julian N. N. Prower

  Senior Vice President and Chief Human Resources Officer     46  

Bruce R. Sink

  Senior Vice President and Chief Information Officer     57  

Richard H. Veldran

  Senior Vice President and Chief Financial Officer     46  

Byron C. Vielehr

  President, International and Global Operations     49  

(1)
Ms. Mathew's biographical information is provided under the "Proposal No. 1 — Election of Directors" section of this proxy statement.

        Mr. Conti has served as President, North America since January 2013. He previously served as President, International from June 2011 to December 2012, and as Chief Administrative Officer from September 2010 to May 2012, with leadership responsibility for corporate strategy, mergers and acquisitions and human resources. Prior to that, he served as President of Europe, Latin America and Partnerships from November 2008 to September 2010, Vice President of D&B's Small Business Solutions from November 2005 to October 2008 and Leader, Corporate Strategy from June 2003 to October 2005, with additional leadership responsibility for Financial Planning & Analysis. Prior to joining D&B, Mr. Conti spent two years at Qwest Communications as Senior Director for the Corporate Strategy Group from June 2001 to May 2003 and, prior to that, Mr. Conti held various leadership positions at Viant, Ernst & Young and General Motors.

        Ms. Hill has served as Senior Vice President, General Counsel and Corporate Secretary since September 2011. Before joining D&B, Ms. Hill served as General Counsel, Secretary and Chief Compliance Officer at Primus Telecommunications Group, Inc. from March 2011 until August 2011. Prior to that she was the General Counsel and Secretary of Arbinet Corporation from February 2010 until its merger with Primus on February 28, 2011, and she also served as Arbinet's Chief Human Resources Officer from September 2010 through February 2011. Prior to that, she served in the U.S. Department of the Treasury as the Oversight Liaison and Reporting Executive for the Troubled Asset Relief Program (TARP) from October 2009 to January 2010. From 1998 until 2008, she worked at Nextel Communications and then at Sprint Nextel Corporation, where she held various leadership positions in the company's legal and governance organizations, including her most recent position as Vice President, Corporate Governance & Ethics and Corporate Secretary from August 2005 to June 2008. Prior to Nextel, she served as counsel at Honda of America Mfg., where her responsibilities included a variety of corporate and transactional matters. Ms. Hill began her career at Jones Day in the firm's mergers and acquisitions group.

        Mr. Peirez has served as President, Global Product, Marketing and Innovation since June 2011. He previously served as President, Innovation and Chief Marketing Officer from September 2010 to May 2011. Before joining D&B, Mr. Peirez spent 10 years with MasterCard, most recently as Chief Innovation Officer for MasterCard Worldwide from January 2009 to August 2010. Prior to that, Mr. Peirez served as Chief Payment System Integrity Officer for MasterCard from April 2007 to January 2009 and as Group Executive, Global Public Policy and Associate General Counsel from May

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2002 to April 2007. He also served as counsel and secretary to MasterCard's U.S. Region Advisory Board of Directors from May 2002 to December 2006.

        Mr. Prower has served as Senior Vice President and Chief Human Resources Officer since February 2013. He previously served as Vice President, Global Human Resources from May 2012 until February 2013, as Managing Director of D&B Business Information Solutions Limited (Ireland), a subsidiary of D&B, from May 2010 to May 2012 and as Vice President, International Technology of Dun & Bradstreet (Europe) Limited, a subsidiary of D&B, from January 2005 to August 2010. Prior to that, Mr. Prower served as Director, Asia Pacific, Latin America, Canada & Israel Technology from January 2003 to February 2004, with additional responsibility for D&B's European technology from August 2004 to January 2005. Prior to that, Mr. Prower served in numerous roles of increasing responsibility from the time he began his career with D&B in May 1985.

        Mr. Sink has served as Senior Vice President and Chief Information Officer since October 2012. Prior to joining D&B, Mr. Sink served as a consultant to D&B through his consulting company, Caribou Technology Consulting, LLC, which he founded in 2002. Prior to that, Mr. Sink served as Executive Vice President and Chief Technology Officer for eOnline Inc. from June 2000 to March 2002, as Chief Technology Officer at First Union Corporation from March 1998 to June 2000, as Vice President, Interactive and Distributed Operations at American Express from November 1996 to March 1998 and as Vice President, Systems and Technology, Strategic Planning and Architecture for Chase Manhattan Bank from March 1986 to November 1996.

        Mr. Veldran has served as Senior Vice President and Chief Financial Officer since June 2011. He previously served as Senior Vice President, Global Reengineering from July 2008 through May 2011, with additional responsibility for D&B North America Finance beginning in February 2009 and for Strategy and Corporate Development beginning in March 2010, being appointed as Chief Strategy Officer in early May 2011, a title he held until he was appointed Chief Financial Officer. Prior to that, Mr. Veldran served as Treasurer and Leader of Investor Relations, External Communications and Board Processes from February 2006 to July 2008, with additional responsibility for Global Financial Planning & Analysis, and as Chief Financial Officer of D&B North America, from September 2003 to January 2006. Prior to joining D&B, Mr. Veldran was Divisional Vice President of Finance for Automatic Data Processing, Inc. from December 1996 to September 2003 and, prior to that, served in various finance roles for Procter & Gamble from July 1989 to December 1996.

        Mr. Vielehr has served as President, International and Global Operations, since January 2013. He previously served as President, North America, from June 2011 to December 2012, President, Global Risk and Analytics from November 2009 to May 2011, and as President, Integration Solutions from December 2008 to October 2009. From July 2005 to November 2008 he served as our Chief Information Officer. In addition, Mr. Vielehr had the responsibilities of Chief Quality Officer from December 2007 to February 2009. Before joining D&B, he served as President and Chief Operating Officer of Northstar Systems International, Inc. from October 2004 to May 2005. Prior to that, Mr. Vielehr held several leadership positions with Merrill Lynch from February 2000 to March 2004.

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COMPENSATION DISCUSSION & ANALYSIS

Executive Summary

        The C&BC continuously reviews the executive compensation program of the Company to ensure that it is meeting its objectives, including: pay for performance, alignment with shareholder interests, offering a competitive level of pay to attract and retain executive talent, reinforcing the right behaviors consistent with our strategy and providing transparency to our shareholders.

Response to 2012 "Say on Pay" Vote and Shareholder Outreach

        At our 2012 Annual Meeting, our advisory vote on executive pay passed by a vote of 64%. This result was a significant change from the 87% favorable vote received in 2011. The vote outcome was disappointing, especially since our executive pay program remained substantially the same in 2012 and incorporated a number of policies contributing to pay for performance and good governance practices.

        In connection with the 2012 shareholder vote, we broadened our shareholder outreach effort by inviting more than 30 of our institutional investors, representing nearly two-thirds of our outstanding shares, to one-on-one discussions about our executive compensation program and policies. From the shareholders who accepted our invitation, we learned that there was general approval of our executive compensation program. However, several shareholders offered comments and suggestions about specific aspects of our executive pay programs and practices that might be improved. Feedback from these discussions was shared with the C&BC and formed the basis of changes in our executive pay program to strengthen pay for performance and shareholder alignment. As a result, we made the following changes to our executive compensation program effective January 1, 2013 (unless otherwise noted):

Component
  2012 Executive Pay Program   What We Heard from
Shareholders
  Revised 2013 Executive Pay
Program
Long-Term
Incentives
  Our annual equity grant included:       Effective January 1, 2013, 100% of the equity awarded will be performance-based:

 

Stock options (50% of value). Vested pro rata over 4 years.

 

There was a strong preference for performance-based equity.

 

Replaced stock options with leveraged RSUs (50% of value). Final award will vary from 0% to 200% of target based on stock price movement over 1, 2 and 3 years.

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Component
  2012 Executive Pay Program   What We Heard from
Shareholders
  Revised 2013 Executive Pay
Program

 

Performance-based RSU award (50% of value) based on 1-year performance using the same measures as our annual cash incentive. Vested over 3 years in annual installments of 20%, 30% and 50%.

 

The 1-year time horizon and using the same metrics as our annual cash incentive were consistently raised as concerns.

TSR is an important measure and should be part of the pay plan providing both upside opportunity and downside risk.

 

Replaced 1-year performance-based RSU award with a 3-year performance unit award (50% of value). Based 50% on relative TSR and 50% on revenue growth.

Peer Group

 

The compensation comparison group (or peer group) disclosed in our 2012 Proxy Statement included 23 companies with revenue ranging from under $1 billion to over $6 billion and market cap ranging from under $1 billion to over $13 billion.

 

Some shareholders and proxy advisory firms viewed some of our compensation peers as "aspirational" from a revenue perspective.

  Effective August 7, 2012:

We removed three companies with over $5 billion in revenue (about three times D&B's revenue).

We added four smaller companies with revenues between $1 billion and $3 billion.

D&B is now near the median based on revenue and at the median based on market capitalization.


Clawback Policy

 

While D&B has a detrimental conduct policy in place which provides for clawback of certain awards and gains, there was no formal compensation recoupment policy.

 

Some shareholders view a clawback policy as an important component of overall good governance practices.

 

In anticipation of Dodd-Frank regulations, the C&BC adopted a formal compensation recoupment policy, effective January 1, 2013, which gives the C&BC authority to recover or reduce excess cash and equity incentive awards based on certain financial results that are subsequently restated.

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Component
  2012 Executive Pay Program   What We Heard from
Shareholders
  Revised 2013 Executive Pay
Program

Equity Vesting Following Change in Control

 

Current equity awards allow for "single trigger" equity vesting upon a change in control.

 

No comments received.

 

In light of governance trends, equity awards made after January 1, 2013 will have a "double trigger," requiring both a change in control and a qualified termination in order to vest.

Change in Control
Cash Severance Levels

 

Current benefits include three times salary and target bonus in the event of qualified termination following a change in control.

 

No comments received.

 

In light of governance trends regarding severance payments, new executive officers will be entitled to two times salary and target bonus in the event of qualified termination following a change in control.

        In addition to the changes we are making to the Company's executive compensation program going forward, the existing program continues to include several features that contribute to pay for performance and good governance practices:

Summary of Policies Contributing to Pay for Performance

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Summary of Policies Contributing to Good Governance Practice

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Linking Pay and Performance

        We continuously review and revise our executive pay program so that it delivers rewards that are aligned with important measures of company performance and shareholder returns. In our view, the best analysis of pay for performance is one that:

        The analyses below meet these important criteria. Each chart includes the level of realizable pay provided to our Chairman and CEO in each of the last three years: 2010, 2011 and 2012. For each year, realizable pay included our Chairman and CEO's salary and actual bonus, the spread value of stock options granted (i.e., the D&B stock price on December 31 of the year versus the exercise price of the stock options, which is the mean of high and low trading prices of D&B stock on the date of grant) and the restricted stock units granted for that year's performance valued as of December 31 of the performance year. In relation to our Chairman and CEO's annual realizable pay, we compared four measures of D&B's performance:

        Over the last three years, our performance has not met all of our plan objectives. Therefore, annual and long-term incentives have paid out below target levels. While 2010-2012 operating income before non-core gains and charges and earnings per share before non-core gains and charges performance have been strong relative to our targets, revenue results and performance versus non-financial goals (such as strategy and customer satisfaction) have not consistently met expectations. This below target level of overall performance has resulted in shareholder returns that are essentially flat over the recent 3-year time period illustrated in the charts below. Our objective is to provide increasing returns to our shareholders by meeting or exceeding performance goals that drive shareholder value creation. Since we did not meet our goals, Chairman and CEO compensation has

   


(1)
See Schedule I to this proxy statement for a quantitative reconciliation of total revenue to core revenue and the effect of foreign exchange on core revenue growth. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations: How We Manage Our Business" in our Annual Report on Form 10-K for the year ended December 31, 2012 for a discussion of why we use core revenue growth before the effects of foreign exchange and why management believes this measure provides useful information to investors.

(2)
See Schedules II and III to this proxy statement for a quantitative reconciliation of: (i) reported diluted EPS attributable to D&B common shareholders to diluted EPS attributable to D&B common shareholders before non-core gains and (charges); and (ii) reported operating income to operating income before non-core gains and (charges). See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations: How We Manage Our Business" in our Annual Report on Form 10-K for the year ended December 31, 2012 for a discussion of why we use Diluted EPS before non-core gains and (charges) and operating income before non-core gains and (charges) and why management believes these measures provide useful information to investors.

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declined. We believe the following charts illustrate how our program is linked not only to our goals, but also to shareholders' interest.

GRAPHIC

GRAPHIC

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GRAPHIC

GRAPHIC

        In 2012, the variable pay opportunity of five of our six named executive officers was based on measures designed to increase shareholder value, ensure continued execution of our business strategy, and improve customer satisfaction and team member engagement. This past year we achieved:

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        Based on the assessment of results versus these goals and our named executive officer's individual performance, the C&BC awarded bonuses to five of our six named executive officers equaling 47% or less of target (a more detailed discussion of our attainment of 2012 goals and how that relates to performance awards is included in the "Annual Cash Incentive Plan" section of this proxy statement). In addition, performance-based RSUs were awarded to five of our six named executive officers at 47% or less of target, reflecting the most recent performance of our Company and the named officer's individual performance. The actual realized value from the RSU awards, as well as from the stock option awards, will be linked to future stock price performance, and therefore, to our shareholders' interests.

        In summary, the following chart illustrates how the C&BC viewed its compensation decisions for our Chairman and CEO in 2012. The decisions reflect the fact that D&B did not meet all of its performance expectations for 2012. Therefore, pay was lower than target and lower than last year's compensation awards. These numbers are lower than those disclosed in our Summary Compensation Table, where the performance-based RSU opportunity is reported at target, not the actual award based on performance.

2012 Chairman and CEO Pay Compared to 2011 Pay and 2012 Target

Component
  2012 Target Compensation   2012 Pay Decisions   2011 Pay Decisions  

Salary

  $ 825,000   $ 825,000   $ 800,000  

Non-equity Incentive Plan Compensation (i.e., Annual Cash Incentive)

  $ 1,072,500   $ 504,075   $ 842,400  

Option Award (Grant Date Value)

  $ 1,383,901   $ 1,383,901   $ 1,262,946  

Stock Award (i.e., Performance-based RSUs, Grant Date Value)

  $ 1,725,000   $ 810,750   $ 1,397,250  

Total Compensation (Excludes Change in Pension Value and Non-qualified Deferred Compensation Earnings plus All Other Compensation)

  $ 5,006,401   $ 3,523,726   $ 4,302,596  

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Purpose

        The purpose of this Compensation Discussion & Analysis, or CD&A, is to provide material information about our executive compensation program, policies, and objectives and to share with investors how we arrived at the levels and form of compensation for our named executive officers. We will describe not only what we pay, but why and how we link executive compensation to our business results. In this section we cover:

        The CD&A and the tables included herein cover the compensation paid to our named executive officers, which includes the following five executives serving in the roles noted for the entire fiscal year (except as noted), plus one additional executive as described below:

        Our three highest compensated executive officers, other than our principal executive officer and our principal financial officer, include:

        In addition, to provide year-over-year consistency, we are including our next highest compensated executive officer after the three executive officers noted above:

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Objectives of our Executive Compensation Program

        The objectives of our executive compensation program are as follows:

Pay Positioning and Pay Mix

        Although each of our named executive officer's annual base salary may be positioned above or below the market target, in the aggregate, annual base salaries for our named executive officers as a group are targeted at the median of the compensation comparison group (described below). Variable pay including target annual cash incentive and long-term incentives may be positioned higher competitively relative to the market median providing our named executive officers with a total compensation opportunity that is between the median and 65th percentile of our compensation comparison group. This level of total compensation, however, is realized only when our performance goals are achieved or exceeded. As noted earlier, due to performance relative to goals which was below expectations and lower stock price performance, realizable 3-year pay for our Chairman and CEO for 2010-2012 was below targeted total compensation levels.

        In addition to external pay positioning, we also reviewed pay mix when determining the amount of annual base salary, annual cash incentives and long-term incentives to provide each of our named executive officers. Our pay for performance principle requires that a significant portion of the total compensation mix be variable. In addition, we reinforce the importance of long-term results by placing an emphasis on equity in the total compensation mix. Individual variable and equity compensation varies based on our named executive officer's role, level of responsibility within the organization and market data for comparable jobs in the compensation comparison group. For our current named executive officers as a group, the total compensation mix is 24% fixed and 76% variable, and 47% cash and 53% equity. The following table illustrates the significant emphasis placed on variable and equity compensation:

 
  Fixed/Variable Pay Mix   Cash/Equity Pay Mix  
 
  Fixed   Variable   Cash   Equity  

Sara Mathew

    15 %   85 %   35 %   65 %

Richard H. Veldran

    34 %   66 %   60 %   40 %

Joshua L. Peirez

    28 %   72 %   51 %   49 %

Byron C. Vielehr

    27 %   73 %   51 %   49 %

Bruce R. Sink

    36 %   64 %   64 %   36 %

Emanuele A. Conti

    35 %   65 %   62 %   38 %

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Elements of our Executive Compensation Program

        To meet the objectives of our executive compensation program, the 2012 compensation of our named executive officers consisted of the following components:

        We do not offer any perquisites to our executive officers beyond those that are available to all employees. We believe that perquisites are entitlement-driven rather than performance-based and, therefore, do not fit within the objectives of our executive compensation program. Instead, we seek to attract and retain executive talent that is motivated by a competitive total compensation package that rewards for performance and the delivery of increased shareholder value.

        In addition to the components listed above, our named executive officers are eligible to participate in certain benefit programs that are available to all of our U.S. employees including: our cash balance retirement account (which was frozen as of July 1, 2007 for all participants and closed to new entrants), our qualified defined contribution plan, our medical and dental benefits, our life, voluntary group accident, long-term disability, legal, and business travel accident insurance benefits, and our health care and dependent care spending accounts.

        As part of its oversight, the C&BC reviews the full value of payments that may be made in the event of our named executive officer's termination (discussed below as potential post-employment compensation).

        Base Salary. Salary provides a base level of compensation commensurate with our named executive officer's role in the organization, experience, skill, and job performance. With 76% of total compensation "at risk" or variable, base salary provides our named executive officer with a consistent level of compensation related to the daily performance of his or her leadership role and responsibilities.

        The base salary provided to our named executive officers is reviewed by the C&BC annually. Any adjustment to salary is based on a number of factors and considerations including:

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        Target Annual Cash Incentive Opportunity. In addition to base salary, our named executive officers have the opportunity to earn an annual cash incentive that is tied to Company and individual performance as discussed below. We offer this cash opportunity to reinforce the outcomes and behaviors necessary to meet or exceed our annual commitment to our shareholders and customers.

        Company performance is an important component of our annual cash incentive. We believe that consistent, year-over-year growth in revenue and earnings are key drivers of increased shareholder value over the long term. Therefore, our annual cash incentive rewards company performance as measured by the following:

        In addition to company performance, individual goals and leadership performance carry an important weight in our annual cash incentive. The success of our Company is directly tied to strong leadership that drives results and creates shareholder value. We expect all employees, especially our named executive officers, to demonstrate behavior that is consistent with our principles-based leadership model.

        At the end of the year, our Chairman and CEO evaluates the performance of each of her direct reports, including our named executive officers. Each named executive officer is assessed on:

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        The results of this assessment can adjust positively or negatively each of our named executive officer's earned annual cash incentive award for company performance. Through this assessment process, judgment is applied relative to the individual's demonstrated success against his or her goals.

        The C&BC also performs a similar assessment of our Chairman and CEO after the conclusion of the fiscal year.

        Long-term Equity Incentives. While cash is tied to the achievement of short-term results, equity is directly linked to the creation of increased shareholder value over the long term. Approximately 53% of the target total compensation opportunity provided to five of our six named executive officers in 2012 was equity-based. This emphasis reflects our view that there should be a close alignment between executive officer rewards and shareholder value creation.

        Under our 2012 long-term incentive program, 50% of the total value of five of our six named executive officer's equity compensation is a performance-based RSU opportunity with the remaining 50% in stock options. Any RSUs granted at the end of the performance period must be earned based on the same goals described above for our target annual cash incentive opportunity. In addition, in order for RSU awards to exceed target, D&B's 3-year TSR must be at or above the 60th percentile of our external group, comprised of our compensation comparison group and the S&P 500 companies.

        Stock Ownership Guidelines. Under the Company's stock ownership guidelines, our named executive officers and other members of senior management are expected to achieve over time a minimum specified level of ownership in our common stock. These guidelines were implemented to reinforce the objectives of our executive compensation program as follows:

        The levels of stock ownership are a multiple of the executive officer's salary. For our Chairman and CEO, the minimum level of stock ownership is six times salary. For our other named executive officers, the minimum level of stock ownership is four times salary. These multiples, which are above the general market median, demonstrate our senior executives' commitment to D&B and their personal financial stake in the Company.

        Shares counted toward satisfaction of the ownership guidelines include all stock owned outright, restricted stock, RSUs, units in the D&B Common Stock Fund of our 401(k) Plan, and one-half of the shares underlying vested stock options. There is no timeframe for achieving the ownership guidelines. However, all executives covered by our stock ownership guidelines are expected to retain 100% of the net shares resulting from equity compensation awards and shares otherwise acquired by them outright until the stock ownership guidelines are achieved. Once the stock ownership guidelines are met, covered executives must retain a sufficient number of shares to comply with the guidelines until termination of their service with the Company. Only shares in excess of the guidelines may be traded within designated open window periods in accordance with the Company's Inside Information and Securities Trading Policy.

        Each year, the C&BC reviews each of our named executive officer's status and progress towards achieving the stock ownership guidelines. The stock ownership of each of our named executive officers as of December 31, 2012 is noted below.

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Stock Ownership as a Multiple of Salary as of December 31, 2012

Name
  Guideline as Multiple
of Salary
  Actual Ownership as
Multiple of Salary
 

Sara Mathew

    6     29  

Richard H. Veldran

    4     7  

Joshua L. Peirez

    4     4  

Byron C. Vielehr

    4     16  

Bruce R. Sink*

    4     1  

Emanuele A. Conti

    4     5  

*
Mr. Sink's level of ownership reflects the fact that he was appointed an executive officer on October 22, 2012.

        Non-qualified Deferred Compensation. Our Key Employees' Non-qualified Deferred Compensation Plan is designed to provide our named executive officers and eligible key employees with an opportunity to defer receipt of current income into the future and/or to accumulate capital on a tax-deferred basis for a planned future event. This voluntary plan can also provide our named executive officer with an effective tax planning vehicle and allow the officer to defer additional income for retirement. We offer this plan to provide a competitive and comprehensive total compensation package that is designed to attract and retain key executives. Under this plan, participants may defer the payment of both salary and annual cash incentives. A further description of the plan is set forth below under the Non-qualified Deferred Compensation Table. In 2012, Ms. Mathew and Mr. Conti were the only named executive officers who elected to participate in the plan.

        Non-qualified Retirement Benefits. Five of our six named executive officers participate in our non-qualified executive retirement plan, or ERP. The plan was originally designed to provide retirement income and disability benefits necessary to attract and retain the executives of the Company, including, in particular, those executives who join the Company in the middle of their career. Effective January 1, 2011, the ERP was closed to new participants.

        Additional details on the non-qualified retirement plans can be found in the applicable section following the Pension Benefits Table.

        Change in Control Benefits. Five of our six named executive officers are covered by existing change in control agreements entered into prior to the Board's approval of a new change in control plan effective January 1, 2013. The new change in control plan is being applied prospectively to designated new executive officers in the Company.

        In the event of a change in control, for equity granted prior to January 1, 2013 unvested options become immediately vested and exercisable, and restrictions on restricted stock and RSUs immediately lapse. Cash benefits (such as severance) and equity granted on or after January 1, 2013 do not become payable unless the executive's employment is terminated, as defined in the applicable change in control agreement or plan, within the twenty-four month period following a change in control event (including certain pre-change in control terminations that are directly related to a change in control).

        Some of our existing change in control agreements (applicable to two of our six named executive officers) also provide a gross-up for any payments that are subject to excise taxes under Section 280G of the Internal Revenue Code. However, in 2010 this provision was removed for prospective executive officers of the Company and is not part of our new change in control plan.

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        We believe that change in control benefits are an important component of our named executive officers' total compensation packages and help protect shareholder interests in the event of a change in control. These benefits enable our officers to make decisions in the interest of our shareholders without concern over the impact on them personally. In addition, our change in control benefits provide an incentive for our named executive officers to continue their employment with D&B during the change in control event, because cash benefits are only paid if our named executive officer is terminated without cause or resigns for good reason following the change in control. Our named executive officer will not receive any benefits provided for in the change in control agreements if he or she voluntarily leaves D&B without good reason or terminates prior to a change in control.

        A detailed description of our change in control benefits as applicable to each of our named executive officers is set forth under the "Change in Control" section of this proxy statement.

        Severance Benefits. We also provide our named executive officers with severance benefits if their employment is terminated as a result of a reduction in force, job elimination, unsatisfactory job performance (not constituting cause) or a mutually agreed-upon resignation, in each case not related to a change in control of D&B. Severance benefits are provided through our Career Transition Plan, in which all of our named executive officers participate. These same severance benefits are available to all employees of the Company. We believe that severance benefits are an important component of our named executive officers' total compensation package. They enable our program to remain competitive with the market for executive talent.

        A detailed description of our severance plan is set forth under the "Overview of Change in Control, Severance and Other Arrangements" section of this proxy statement.


External Benchmarking

        Market data provide a reference and framework for decisions about the base salary, target annual cash incentives, and the appropriate level of long-term incentives to be provided to each of our named executive officers. However, due to year-over-year variability and the inexact science of matching and pricing executive jobs, we believe market data should be interpreted within the context of other important factors and should not be used as the sole criterion in determining a specific pay level. Therefore, in setting the target pay for our named executive officers, the C&BC reviews market data along with other factors, including: the scope of responsibility and accountability within the organization, prior experience, leadership competencies and individual performance.

        Market data also help ensure our other executive compensation program components are competitive with market practice and trends. Therefore, we periodically review our stock ownership guidelines, deferred compensation plan, and supplemental retirement plan, severance and change in control benefits against both our compensation comparison group as well as general industry.

        Compensation Comparison Group. Our compensation comparison group includes 24 companies in financial services, business information and technology services. In consultation with Meridian Compensation Partners, our independent compensation consultant, the C&BC used these companies for the compensation comparison group because they:

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        In addition to the above, companies were included in the compensation comparison group only if executive pay data were available either through Aon Hewitt Associate's Total Compensation Management™ proprietary compensation database or through publicly available proxy information.

        As noted in our Executive Summary, the C&BC revised our 2012 compensation comparison group in response to feedback we received during our shareholder outreach and from proxy advisory organizations. A key concern raised by that feedback was that certain companies in our compensation comparison group were "aspirational" from a revenue perspective and may be too large for continued inclusion. As a result, the C&BC removed from our 2012 compensation comparison group three companies with revenue size greater than three times that of D&B (i.e., approximately $5 billion) and added four relevant companies with revenue between approximately $1 billion and $3 billion.

        The three companies deleted from our compensation comparison group included the following (revenue is as reported in each company's respective Annual Report on Form 10-K for the fiscal year ending December 31, 2011):

        The four companies added to our compensation comparison group for 2012 included the following (except as noted, revenue is as reported in each company's respective Annual Report on Form 10-K for the fiscal year ending December 31, 2011):

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        For 2012, our compensation comparison group included the following companies:

2012 Compensation Comparison Group

Acxiom Corporation
Alliance Data Systems Corporation
Broadridge Financial Solutions, Inc.
CA, Inc.
Ceridian Corporation
Convergys Corporation
Deluxe Corporation
DST Systems, Inc.
Equifax, Inc.
Fair Isaac Corporation
Fiserv, Inc.
Global Payments, Inc.
  ICF International, Inc.
IHS, Inc.
IMS Health, Inc.
Moneygram International, Inc.
Moody's Corporation
Navigant Consulting, Inc.
Northern Trust Corporation
Paychex, Inc.
TD Ameritrade Holding Corporation
Total System Services, Inc.
Unisys Corporation
Verisk Analytics, Inc.

        Our current and prior named executive officers were recruited from companies like those in our peer group. We continue to attract executive officer talent from comparable roles at companies whose size range and businesses are represented by our compensation comparison group. Based on data publically available as of October 2012, companies in our 2012 peer group range from 0.4 to 2.7 times D&B's annual total revenue size of approximately $1.7 billion and from 0.1 to 3.3 times D&B's market capitalization of approximately $3.6 billion. This places D&B near the median of the peer group in terms of revenue size and at the median in terms of market capitalization. Therefore, our Chairman and CEO is accountable for the leadership and growth of an enterprise that is generally comparable in revenue and market capitalization to that of the chief executive officers in the compensation comparison group. For that reason, as well as for the qualitative criteria cited above, the C&BC views the compensation comparison group as an appropriate group for benchmarking purposes.

        Each year our pay positioning and performance versus our compensation comparison group is reviewed by the C&BC. As noted in the "Corporate Governance" section of this proxy statement, the C&BC retained the services of Meridian to perform this review.

        In 2012 the C&BC analyzed:

        The analyses covered both unadjusted and regression size-adjusted data (adjusted for revenue size and market capitalization) to provide a comprehensive perspective of market pay. We focus on

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unadjusted data because we recruit new executive talent to grow our business from financial services, business information and technology services companies regardless of size. In addition, we strongly believe that there should be a link between a company's performance and its pay levels. Therefore, the analyses included the relationship between executive officer compensation and company performance over several years. As described earlier in the Executive Summary, this review focused on measures of growth, operational efficiency and shareholder value creation.


2012 Base Salaries

        As noted above, the base salaries provided to our named executive officers are reviewed by the C&BC annually and any adjustment to base salary is based on a number of factors and considerations. Based on the C&BC's review, three of our six named executive officers received a base salary increase in 2012 as noted below:

 
   
   
  Base Salary    
   
 
 
   
  Base Salary
Market Position
  Increase
%
   
 
Name
  Rationale   From   To   Effective  

Sara Mathew

  The C&BC increased Ms. Mathew's base salary as part of an overall multi-year objective to bring her total compensation toward the market value of her role in line with her performance and leadership of the Company.   Below median pay positioning   $ 800,000   $ 825,000     3.1 %   1/1/2012  

Byron C. Vielehr

 

In consideration of assuming the role of President, North America mid-year 2011, the C&BC increased Mr. Vielehr's base salary as part of an overall change in his total compensation, reflecting his management of our largest business unit.

 

Median pay positioning

 
$

425,000
 
$

440,000
   
3.5

%
 
1/1/2012
 

Emanuele A. Conti

 

In consideration of his appointment to President, International mid-year 2011, the C&BC increased Mr. Conti's base salary as part of an overall change in total compensation in line with the median market value of his consolidated role, including D&B international, human resources, corporate strategy and mergers and acquisitions.

 

Median pay positioning

 
$

400,000
 
$

416,000
   
4.0

%
 
1/1/2012
 

        Messrs. Peirez and Veldran did not receive a base salary increase effective in 2012 and Mr. Sink was hired in October 2012. As disclosed in last year's CD&A, Mr. Veldran received a salary increase, retroactively effective as of June 1, 2011, in consideration of his promotion to Chief Financial Officer.


Annual Cash Incentive Plan

        Through the annual cash incentive plan, about half of 2012 target total cash compensation was "at risk" since payment was based on performance against predetermined annual measures. Five of our six named executive officers were designated by the C&BC as participants in our Covered Employee Incentive Plan, or CEIP, which is a shareholder approved plan.

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        Maximum Incentive Opportunity. On February 22, 2012, the C&BC established a maximum annual cash incentive opportunity of eight-tenths of one percent of our 2012 earnings before taxes for our Chairman and CEO and five-tenths of one percent of our 2012 earnings before taxes for our other applicable named executive officers. Consistent with prior years, the C&BC selected earnings before taxes as the appropriate measure in setting the maximum incentive opportunity since it considers profitable revenue growth over time as a key driver in creating value for our shareholders. The percentages selected for our Chairman and CEO and for our other participating named executive officers were deemed, based on historical results, to generate reasonable levels of maximum incentive opportunity given the nature and scope of our executive positions. Actual annual cash incentive payouts to our Chairman and CEO and our other participating named executive officers were less than these maximums as described below. In 2012, our earnings before taxes were $378.3 million. Therefore, the maximum annual cash incentive opportunity for our Chairman and CEO was $3,026,400 and for our other participating named executive officers the maximum was $1,891,500 per participant. The amounts determined by this formula represent the maximum value of the cash incentive that could have been paid to our applicable named executive officers in 2012.

        We established the maximum incentive opportunity to comply with the performance-based exemption available under Section 162(m) of the Internal Revenue Code and to enhance the likelihood that any cash amount paid to our participating named executive officers under the CEIP will be fully deductible. We believe that the measure of earnings before taxes links directly to our objective of rewarding for financial goals that will drive shareholder value creation.

        Incentive Payout Targets. In determining whether to award the maximum annual cash incentive generated by the pre-tax earnings formula, the C&BC also considered performance against five measures weighted as follows:

        The above aggregate 60% weight allocated to growth in revenue, earnings per share, and operating income results is linked to our objective to provide profitable revenue growth year-over-year. Our customer, strategy and team member engagement goals, assigned a total aggregate weight of 40%, are tied to our long-term objective of increasing the level of sustained revenue growth. The allocation of these goals and weights balances our commitment to achieve strong financial results in 2012 with our commitment to deliver on our long-term strategic objectives.

        The range of incentive payout for each performance goal was 0% to 200% resulting in a potential annual cash incentive payment between 0% and 200% of the target incentive for each of our participating named executive officers. The performance measures for 2012, as well as the principles for assessing results, were approved by the C&BC on February 22, 2012.

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        Individual Performance Adjustments. Actual cash incentive payments made to each of our participating named executive officers were subject to a discretionary adjustment based on individual performance assessments and demonstrated leadership, and are approved by the C&BC. Such adjustments may positively or negatively impact the final award to our named executive officers for company performance. In no instance, however, will such adjustments exceed the maximum annual cash incentive opportunity generated by the pre-tax earnings formula described above. The C&BC may also approve adjustments to performance goals to include or exclude the impact of non-core gains and charges or extraordinary items.

        Attainment of 2012 Performance Measures. In 2012, results against the five measures that the C&BC used to evaluate the level of our participating named executive officers' 2012 annual incentive payout for company performance were as follows:

Company Goal
  Weight   Incentive
Target
  Result   Assessment
Company Core Revenue
Growth (1)
 
40%
 
3% to 5%
 
1%
  Overall, core revenue growth was 1%, in line with our revised guidance of 0% to 3%. However, this result was below the lower end of our incentive target range, which was the same as our original guidance.

 

 

 

 

 

 

 

 

Based on these considerations, the C&BC assessed this result as below target, or 0%.

Diluted EPS Growth
(Before Non-core
Gains and Charges) /
Total Operating
Income (Before
Non-core Gains and Charges) (2)

 

20%

 

EPS
8% to 11%
Op Inc
4% to 7%

 

EPS
11%
Op Inc
4%

 

EPS growth for the year was at the upper end of the incentive target range. Operating income was within our incentive target range reflecting our focus on tight expense controls. We returned approximately $550 million of cash to shareholders in 2012, through dividends and share buybacks. Excluding two key actions not in our plan (i.e., incremental share repurchase offset by make whole expense), EPS was still at the upper end of the incentive target range.

 

 

 

 

 

 

 

 

Based on these considerations, the C&BC assessed this result as above target, or 125%.

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Company Goal
  Weight   Incentive
Target
  Result   Assessment

Customer Goal

 

20%

 

Improvements in customer retention, new customer acquisition and customer satisfaction

 

1 out of 3 components achieved

 

Our customer satisfaction exceeded our expectations, while customer retention and new customer acquisition did not.

Based on these considerations, the C&BC assessed this result as below target, or 25%.

Strategy

 

10%

 

Progress toward the implementation of our strategy, by continuing to rebuild the data supply chain, strengthening our business model and establishing our 2013 business trajectory

 

2 out of 3 components achieved

 

We achieved the rebuilding of our data supply chain with respect to 2012 deliverables and we partially met our goal to strengthen our business model through targeted divestitures. We did not meet our goal of establishing our 2013 business trajectory.

 

 

 

 

 

 

 

 

Based on these considerations, the C&BC assessed this overall result as below target, or 35%.

Team Member
Engagement

 


10%

 


Up to 6 points of improvement

 


10 points of improvement

 


Our team members' engagement score improved by 10 points, exceeding our goal of +6. Participation was a best-in-class 87% per Aon Hewitt, an external human resources consulting firm who conducts the team member engagement survey for D&B and compiles the results.

 

 

 

 

 

 

 

 

Based on these considerations, the C&BC assessed this result as above target, or 125%.

(1)
For 2012, our core revenue before the effect of foreign exchange grew 1%. We used this measure in our annual cash incentive plan. Total revenue for 2012, in accordance with U.S. Generally Accepted Accounting Principles, or GAAP, decreased 5%, and core revenue was flat on a GAAP basis. See Schedule I to this proxy statement for a quantitative reconciliation of total revenue to core revenue and the effect of foreign exchange on core revenue growth. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations: How We Manage Our Business" in our Annual Report on Form 10-K for the year ended December 31, 2012 for a discussion of why we use core revenue growth before the effects of foreign exchange and why management believes this measure provides useful information to investors.

(2)
For 2012, our diluted EPS attributable to D&B common shareholders before non-core gains and (charges) grew 11% and our operating income before non-core gains and (charges) increased 4%. We used these measures in our annual cash incentive plan. On a GAAP basis for 2012, we reported an increase in diluted EPS attributable to D&B common shareholders of 22% and an increase in operating income of 2%. See Schedules II and III to this proxy statement for a quantitative reconciliation of: (i) reported diluted EPS attributable to D&B common shareholders to diluted EPS attributable to D&B common shareholders before non-core gains and (charges); and (ii) reported operating income to operating income before non-core gains and (charges). See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations: How We Manage Our Business" in our Annual Report on Form 10-K for the year ended December 31, 2012 for a discussion of why we use Diluted EPS before non-core gains and (charges) and operating income before non-core gains and (charges) and why management believes these measures provide useful information to investors.

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        During the year, management met with the C&BC quarterly at four separate meetings and finally in February 2013 to discuss its quantitative and qualitative assessment of company performance and the appropriate level of aggregate reward for that performance.

        Based on the overall quantitative and qualitative assessment of company performance as noted in the table above, the C&BC determined the final payout for 2012 company performance to be 47% of the target annual cash incentive opportunity. As noted earlier, under our annual cash incentive plan, the payout for company performance is combined with any positive or negative discretionary adjustments for individual performance and leadership to determine the final 2012 annual cash incentive payments to our named executive officers. The table below summarizes the final payouts to our named executive officers.

2012 Annual Cash Incentive

 
   
  Award for Company Performance    
 
 
   
  Final Award (as reported in "Summary
Compensation Table" in "Non-equity
Incentive Plan Compensation" column)
 
Executive Officer
  Target   % of Target   Amount  

Sara Mathew

  $ 1,072,500     47 % $ 504,075   $ 504,075  

Richard H. Veldran

  $ 285,000     47 % $ 133,950   $ 133,950  

Joshua L. Peirez

  $ 382,500     47 % $ 179,775   $ 179,775  

Byron C. Vielehr

  $ 396,000     47 % $ 186,120   $ 148,896  

Bruce R. Sink*

                 

Emanuele A. Conti

  $ 332,800     47 % $ 156,416   $ 156,416  

*
Hired in October 2012 and, therefore, not eligible for 2012 annual cash incentive.

Long-term Equity Incentives

        For 2012, long-term equity incentive compensation represented the largest component of the total compensation awarded to our applicable named executive officers. The equity compensation included a grant of stock options (50% of the total long-term incentive value) and a target performance-based RSU opportunity (the remaining 50% of the total long-term incentive value).

        In determining the amounts of the equity compensation awarded, the C&BC considered a variety of factors including: individual performance, leadership competencies, prior executive experience, scope of responsibility and accountability within the organization and market position for variable pay versus comparable executive data in the compensation comparison group.

        2012 Stock Option Grant. As shown in the Grants of Plan Based Awards Table below, we granted stock options to five of our six named executive officers on March 1, 2012. These grants were approved by the C&BC at its meeting on February 22, 2012. The total economic value of the 2012 stock option grants made to our applicable named executive officers was greater than 2011 with the exception of Ms. Mathew, who received the same level of total economic value as 2011. Messrs. Peirez and Vielehr received an increase of $25,000 in the value of their stock option grants in recognition of their increased responsibilities and the criticality of their roles in the Company. Messrs. Conti and Veldran received increases of $12,500 and $45,000, respectively, in the value of their stock option grants in recognition of their promotions to new roles in the Company and their relative pay positioning versus comparable executive roles in our peer group.

        The timing of the March 1, 2012 stock option grants was the same as 2011 and was in keeping with our general practice of (1) having annual grants of stock options to all employees reviewed and approved by the C&BC at the start of the year (at the January or February meeting); and (2) setting

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the grant date associated with those options after our fourth quarter and year-end earnings release. Therefore, information about our most recent performance has been made public and that news is reflected in the stock price used to determine the exercise price of the stock options. In addition, this timing enables our Chairman and CEO to have a single conversation with each of our named executive officers about all annual equity grants made to each individual, including:

        The exercise price of the 2012 stock option grant is $82.80, which was the mean of high and low trading prices for D&B stock on the date of grant. All stock options vest in four equal installments commencing on the first anniversary of the grant and have a ten-year term. We believe that this vesting schedule and option term, in conjunction with our stock ownership guidelines, encourages long-term commitment and allows the executive to build ownership in D&B over time.

        2012 Performance-based Restricted Stock Unit Opportunity. At its meeting on February 22, 2012, the C&BC set a target dollar value for each of our named executive officer's RSU opportunity as set forth in the Grants of Plan-based Awards Table. This dollar value represents the target dollar value of RSUs that each of our named executive officers could be awarded in 2013 based on the attainment of the same company performance goals set forth under the annual cash incentive plan for 2012, including the Section 162(m) maximum amount generated by the pre-tax earnings formula as separately applied to the RSU opportunity. The maximum dollar award that each of our named executive officers may be awarded relative to the 2012 performance-based RSU opportunity was additionally capped by D&B's 3-year (2010-2012) TSR performance versus that of the compensation comparison group and the S&P 500 (which we refer to collectively as our external group) as follows:

D&B's 3-year (2010-2012) TSR versus
External Group                                       
  Maximum Award or Cap
as % of Dollar Target
 

Less than 60th Percentile

    100 %

60th Percentile or Greater

    Up to 200 %

        Based on the attainment of the goals in the annual cash incentive plan and D&B's 3-year (2010-2012) TSR performance, each of our named executive officers received an award of RSUs on March 1, 2013 as approved by the C&BC on February 26, 2013. The number of RSUs granted is determined by dividing the dollar value earned by the average fair market value (i.e., mean of high and low trading prices) of our common stock in a 30-day period prior to the C&BC meeting and approval date. Following the grant date, the RSUs are subject to time-based vesting as follows: 20% on the first anniversary of the grant, 30% on the second anniversary of the grant and 50% on the third anniversary of the grant.

        The performance-based RSU award earned for 2012 was granted after the conclusion of the fiscal year and will be reported in the Outstanding Equity Awards at Fiscal Year-end Table in our 2014 proxy

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statement. The target opportunity value is reflected in the Summary Compensation Table. For our named executive officers, the awards of RSUs were as noted below:

 
   
  Award for Company Performance    
   
 
 
   
  2013
Final
Earned
Award
  Number of
Restricted Stock
Units Earned
& Granted
 
Executive Officer
  2012
Target
Opportunity
  % of Target
Opportunity
  Amount  

Sara Mathew

  $ 1,725,000     47 % $ 810,750   $ 810,750     10,027  

Richard H. Veldran

  $ 220,000     47 % $ 103,400   $ 103,400     1,278  

Joshua L. Peirez

  $ 400,000     47 % $ 188,000   $ 188,000     2,325  

Byron C. Vielehr

  $ 400,000     47 % $ 188,000   $ 150,400     1,860  

Bruce R. Sink*

                     

Emanuele A. Conti

  $ 225,000     47 % $ 105,750   $ 105,750     1,307  

*
Hired in October 2012 and, therefore, not eligible for 2012 performance-based RSU opportunity.

        2012 Restricted Stock Unit Grant. On February 22, 2012, the C&BC approved grants of RSUs based on each of our named executive officer's 2011 performance-based RSU opportunity. For 2011, the performance-based RSU grant for each of our named executive officers was as follows:

 
   
  Award for Company Performance    
   
 
 
   
  2012
Final
Earned
Award
  Number of
Restricted Stock
Units Earned
& Granted
 
Executive Officer
  2011
Target
Opportunity
  % of Target
Opportunity
  Amount  

Sara Mathew

  $ 1,725,000     81 % $ 1,397,250   $ 1,397,250     17,477  

Richard H. Veldran

  $ 175,000     81 % $ 141,750   $ 141,750     1,773  

Joshua L. Peirez

  $ 375,000     81 % $ 303,750   $ 303,750     3,799  

Byron C. Vielehr

  $ 375,000     81 % $ 303,750   $ 303,750     3,799  

Bruce R. Sink*

                     

Emanuele A. Conti

  $ 212,500     81 % $ 172,125   $ 172,125     2,152  

*
Hired in October 2012 and, therefore, not eligible for 2012 RSU grant based on 2011 perfromance.

        These awards were contingent on our 2011 performance against the same measures and performance goals that were used by the C&BC in determining payout under the 2011 annual cash incentive plan as described in our 2012 proxy statement. Since 2011 performance fell below the incentive targets set for that year, awards as a percentage of opportunity were 81% as discussed in more detail in our 2012 proxy statement.

        These RSUs are subject to the same vesting schedule as the RSU grants described above: 20% on the first anniversary of the grant, 30% on the second anniversary of the grant and 50% on the third anniversary of the grant. These grants are reflected in the Outstanding Equity Awards at Fiscal Year-end Table.

        Special 2012 Equity Grant. In consideration of his promotion to Senior Vice President and Chief Financial Officer in 2011, the C&BC approved a special equity grant for Mr. Veldran of 6,250 RSUs valued at the time at approximately $500,000. This special grant was effective March 1, 2012 and vests 50% on the third anniversary of the grant, 25% on the fourth anniversary of the grant and 25% on the fifth anniversary of the grant.

        As part of his total compensation offer to join D&B in October 2012, the C&BC approved a hire-on equity grant for Mr. Sink of 6,090 RSUs valued at the time at approximately $500,000. This special grant was effective November 1, 2012 and vests 100% on the third anniversary of the grant.

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        Retention of key executives is critical to the achievement of our business objectives. In recognition of that principle, the C&BC may periodically make special equity grants to executives it deems critical to the Company's current and future success. The vesting schedules of these special equity grants are different from the schedule described above for our regular RSU grants. Tailored to each situation, the C&BC viewed these longer-term vesting schedules as more valuable from a retention perspective.


Executive Compensation Recoupment Policy

        At its meeting on October 15, 2012, the C&BC approved the Dun & Bradstreet Incentive Compensation Recoupment Policy, or ICRP. The ICRP became effective January 1, 2013. While it is common for such "clawback" policies to focus on misconduct in addition to restatement, in our case misconduct is already addressed by D&B's detrimental conduct program, as described below, which supplements the scope of the ICRP.

        Our ICRP covers former, current and future members of the Company's Global Leadership Team, or GLT, and any non-GLT Section 16 officers. All of our named executive officers are covered by the ICRP. The ICRP applies to all cash and equity incentive compensation awarded or still outstanding on or after January 1, 2013.

        Under the ICRP, the C&BC may, in its sole discretion and to the extent permitted by applicable law, direct the Company to recover the excess amount of any cash or equity incentive compensation granted, awarded, vested or paid to a covered executive where:

        The C&BC, in its discretion, determines the value of the excess amount to be recovered or reduced. The C&BC may forego requiring recoupment of incentive compensation that was unconditionally received by a covered executive more than three years before the date on which the Company is required to prepare an accounting restatement.

        Recoupment of excess payments can be made either or in combination by:

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Employment Agreements

        None of our named executive officers, including our CEO, has an employment agreement with the Company.


Tax Deductibility

        Section 162(m) of the Internal Revenue Code limits the deductibility of compensation in excess of $1 million paid to certain officers unless certain specific and detailed criteria are satisfied. The C&BC believes that it is desirable and in the best interests of D&B to deduct compensation payable to our named executive officers. The C&BC considers the anticipated tax treatment to D&B and our named executive officers in its review and establishment of compensation programs and payments. The annual cash incentive program, as well as the performance-based RSU opportunity described above, are intended to comply with the performance-based exemption available under Section 162(m) in order to enhance the likelihood that these amounts will be fully deductible. Compensation resulting from the exercise of stock options is also deductible, without regard to Section 162(m). However, notwithstanding the C&BC's efforts, no assurance can be given that compensation will be fully deductible under Section 162(m). In certain instances the C&BC has determined that it will not necessarily seek to limit compensation to pay that is only deductible under Section 162(m).


Section 409A of the Internal Revenue Code

        Section 409A of the Internal Revenue Code places a number of restrictions on non-qualified deferred compensation plans such as our Key Employees' Non-qualified Deferred Compensation Plan, Executive Retirement Plan, severance plan, existing change in control agreements and new change in control plan. The key restrictions include a six-month delay in the receipt of certain non-qualified payments upon termination and limiting an executive's ability to make changes in the timing of payment options. As a result, certain benefits discussed in this proxy statement may be subject to a six-month delay.

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REPORT OF THE COMPENSATION & BENEFITS COMMITTEE

        The C&BC has reviewed and discussed with management of D&B the CD&A section of this proxy statement. Based on our review and discussions, we recommended to the Board of Directors, and the Board has approved, that the CD&A be included in this proxy statement and in our Annual Report on Form 10-K for the year ended December 31, 2012 for filing with the Securities and Exchange Commission.

Compensation & Benefits Committee

John W. Alden, Chairman
Christopher J. Coughlin
Sandra E. Peterson
Michael J. Winkler

February 26, 2013

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SUMMARY COMPENSATION TABLE

        The following table sets forth the compensation earned by or paid to our Chairman and CEO, our Chief Financial Officer, each of our other three most highly compensated executive officers and one additional executive officer, by the Company and our subsidiaries with respect to the fiscal year ended December 31, 2012. All of these individuals are collectively referred to as our named executive officers.

Name and Principal Position
  Year   Salary
($)(1)
  Bonus
($)
  Stock
Awards
($)(2)(3)
  Option
Awards
($)(4)
  Non-equity
Incentive
Plan
Compensation
($)(1)(5)
  Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(6)
  All Other
Compensation
($)(7)(8)(9)
  Total
($)
 

Sara Mathew

    2012     825,000     0     1,725,000     1,383,901     504,075     855,476     66,657     5,360,109  

Chairman and Chief Executive Officer

    2011     800,000     0     1,725,000     1,262,946     842,400     1,988,073     48,503     6,666,922  

("Principal Executive Officer")

    2010     750,000     0     1,600,000     975,902     926,250     1,318,422     14,765     5,585,339  

Richard H. Veldran

   
2012
   
380,000
   
0
   
737,500
   
175,996
   
133,950
   
753,938
   
28,185
   
2,209,569
 

Senior Vice President and Chief

    2011     361,250     0     175,000     127,587     213,670     586,618     22,178     1,486,303  

Financial Officer ("Principal

                                                       

Financial Officer") (10)

                                                       

Joshua L. Peirez

   
2012
   
450,000
   
0
   
400,000
   
320,403
   
179,775
   
388,035
   
40,994
   
1,779,207
 

President, Global Product, Marketing

    2011     450,000     0     375,000     274,553     291,600     249,885     40,262     1,681,300  

and Innovation

    2010     136,363     360,000     1,361,305     202,883     0     0     5,019     2,065,570  

Byron C. Vielehr (11)

   
2012
   
440,000
   
0
   
400,000
   
320,403
   
148,896
   
868,716
   
50,738
   
2,228,753
 

President, North America

    2011     425,000     0     375,000     274,553     292,613     928,696     137,733     2,433,595  

    2010     425,000     0     1,362,022     229,295     343,188     473,730     17,254     2,850,489  

Bruce R. Sink (10)(12)

   
2012
   
590,035
   
0
   
488,875
   
0
   
0
   
0
   
21,714
   
1,100,624
 

Senior Vice President, Technology and Chief Information Officer

                                                       

Emanuele A. Conti (10)(11)(13)

   
2012
   
416,000
   
0
   
225,000
   
180,509
   
156,416
   
797,859
   
44,625
   
1,820,409
 

President, International

    2011     400,000     0     212,500     155,042     243,000     712,343     435,954     2,158,839  

(1)
The amounts shown have not been reduced by any deferrals that our named executive officers may have made under qualified or non-qualified deferred compensation plans offered by D&B.

(2)
The value shown represents the opportunity at target for an award of RSUs upon conclusion of the performance period as described in our CD&A. The performance period is fiscal year 2012.

(3)
For Messrs. Veldran and Sink, the stock award values shown also include the grant date fair values of special awards as calculated in accordance with GAAP, without regard to our forfeiture assumptions. The value for RSUs granted on March 1, 2012 to Mr. Veldran is $517,500, related to his appointment as the Chief Financial Officer. The value for RSUs granted on November 1, 2012 to Mr. Sink is $488,875, related to his employment with D&B. For more information on how we value stock-based awards (including assumptions made in such valuation), refer to "Note 11. Employee Stock Plans" in the "Notes to Consolidated Financial Statements" in our Annual Report on Form 10-K for the fiscal year ending December 31, 2012.

(4)
Amounts shown represent the aggregate grant date fair value of each year's awards, as calculated in accordance with GAAP, without regard to our forfeiture assumptions. For more information on how we value stock-based awards (including assumptions made in such valuation), refer to "Note 11. Employee Stock Plans" in the "Notes to Consolidated Financial Statements" in our Annual Report on Form 10-K for the fiscal year ending December 31, 2012. These assumptions may or may not be fulfilled. The amounts shown cannot be considered predictions of future value. In addition, the options will gain value only to the extent the stock price exceeds the option exercise price during the life of the option.

(5)
The amounts shown represent non-equity incentive plan payments received by our named executive officers pursuant to our CEIP during the applicable year. For 2012, these cash awards were earned in the 2012 performance year and paid on March 15, 2013. The award for company performance was 47% of the target annual cash incentive opportunity; amounts shown represent the final award reflecting any adjustments for individual performance.

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(6)
Amounts represent the aggregate increase in the actuarial value of our named executive officers' qualified and non-qualified defined benefit plans accrued during the applicable year. These plans include the D&B Retirement Account Plan, the Pension Benefit Equalization Plan, and the Executive Retirement Plan. No executive received above-market or preferential earnings on non-qualified deferred compensation plan benefits.

(7)
The amounts shown include our aggregate annual contributions for the account of each named executive officer under our tax qualified defined contribution plan, the D&B 401(k) Plan. In 2012, these amounts also include a one-time, supplemental employer match based on company performance. This same supplemental match was provided to all eligible participants in the D&B 401(k) Plan.

(8)
The terms of the RSUs granted to our named executive officers provide for the accrual of dividends based on the same rate established from time to time for our common stock, settled in shares at the time the restrictions lapse on the corresponding RSUs. Amounts shown include accrued dividends on RSU grants.

(9)
We do not offer any perquisites or other personal benefits to our named executive officers in excess of those offered to all employees.

(10)
Messrs. Veldran and Conti were not named executive officers in 2010. Mr. Sink was not an employee of D&B in 2010 or 2011.

(11)
Effective January 1, 2013, Mr. Vielehr was appointed President, International and Global Operations and Mr. Conti was appointed President, North America.

(12)
The salary for Mr. Sink includes $512,610 in net compensation related to work performed as an independent consultant with D&B, plus $77,425 earned from his date of employment on October 22, 2012. He was not granted any stock options in 2012, was not eligible for any 2012 non-equity incentive plan compensation and is not eligible to participate in the defined benefit plans (the D&B Retirement Account Plan, the Pension Benefit Equalization Plan, and the Executive Retirement Plan) since these plans were frozen prior to his employment. Included in the All Other Compensation for Mr. Sink is $10,228 related to relocation costs and $8,188 for associated tax assistance.

(13)
Included in the All Other Compensation for Mr. Conti is $8,757 for tax equalization and $4,803 for tax assistance related to his 2009 – 2010 international assignment.

        In connection with the Summary Compensation Table, the following chart indicates the proportion of base salary, non-equity incentive plan compensation, and stock and option awards for 2012 for each of our named executive officers separately as a percentage of their respective total compensation. The following table is intended to supplement and not replace the Summary Compensation Table:

Salary, Non-equity Incentive Plan Compensation, and Stock and Option Awards as a Percent of
Total Compensation (excluded from the amounts and percentages below, but included in
total compensation, are the values in the Bonus, Change in Pension Value and
Nonqualified Deferred Compensation Earnings and All Other Compensation columns)

 
  Salary   Non-equity
Incentive Plan
Compensation
  Stock & Option
Awards
  Total Compensation  
Name
  $   %   $   %   $   %   $   %  

Sara Mathew

    825,000     15.4%     504,075     9.4%     3,108,901     58.0%     5,360,109     100%  

Richard H. Veldran

    380,000     17.2%     133,950     6.1%     913,496     41.3%     2,209,569     100%  

Joshua L. Peirez

    450,000     25.3%     179,775     10.1%     720,403     40.5%     1,779,207     100%  

Byron C. Vielehr

    440,000     19.7%     148,896     6.7%     720,403     32.3%     2,228,753     100%  

Bruce R. Sink

    590,035     53.6%     0     0.0%     488,875     44.4%     1,100,624     100%  

Emanuele A. Conti

    416,000     22.9%     156,416     8.6%     405,509     22.3%     1,820,409     100%  

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GRANTS OF PLAN-BASED AWARDS TABLE

        The following table sets forth a summary of all grants of plan-based awards made to our named executive officers during the fiscal year ended December 31, 2012:

 
   
   
  Estimated Future
Possible
Payouts Under
Non-equity
Incentive Plan
Awards (2)
   
   
  All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#) (4)
   
   
   
   
 
 
   
   
  Estimated Future
Possible
Payouts Under
Equity Incentive
Plan Awards (3)
   
  Grant
Date
Fair
Value of
Stock
and
Option
Awards
($) (6)
   
   
 
 
   
   
  All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) (5)
   
   
 
 
   
   
  Exercise
or Base
Price of
Option
Awards
($/sh)
(7)
  DNB
Closing
Price
on
Grant
Date
($/sh)
 
Name
  Grant
Date (1)
  Committee
Approval
Date (1)
  Target
($)
  Maximum
($)
  Target
($)
  Maximum
($)
 

Sara Mathew

          2/22/2012     1,072,500     2,145,000                                            

    03/01/2012     2/22/2012                                   92,000     1,383,901     82.80     83.08  

          2/22/2012                 1,725,000     3,450,000                                

Richard H. Veldran

         
2/22/2012
   
285,000
   
570,000
                                           

    03/01/2012     2/22/2012                                   11,700     175,996     82.80     83.08  

          2/22/2012                 220,000     440,000                                

    03/01/2012     2/22/2012                             6,250           517,500           83.08  

Joshua L. Peirez

         
2/22/2012
   
382,500
   
765,000
                                           

    03/01/2012     2/22/2012                                   21,300     320,403     82.80     83.08  

          2/22/2012                 400,000     800,000                                

Byron C. Vielehr

         
2/22/2012
   
396,000
   
792,000
                                           

    03/01/2012     2/22/2012                                   21,300     320,403     82.80     83.08  

          2/22/2012                 400,000     800,000                                

Bruce R. Sink

   
11/01/2012
   
10/15/2012
                           
6,090
         
488,875
         
81.16
 

Emanuele A. Conti

         
2/22/2012
   
332,800
   
665,600
                                           

    03/01/2012     2/22/2012                                   12,000     180,509     82.80     83.08  

          2/22/2012                 225,000     450,000                                

(1)
The annual grant process for stock options and RSUs is discussed in our CD&A.

(2)
The amounts shown represent the target and maximum non-equity incentive opportunities for each of our named executive officers under our CEIP. A detailed description of this plan is set forth in our CD&A.

(3)
For 2012, five of our six named executive officers had the opportunity to be awarded a grant of RSUs after the conclusion of the fiscal year as described in our CD&A, including the discretionary adjustment component for individual performance. The 2012 performance-based RSU opportunity was a target opportunity expressed in dollars, not a number of units, as noted in the table above. Awards were determined by the C&BC at its meeting on February 26, 2013; the dollar value and number of units actually granted for each applicable named executive officer's award is noted in our CD&A. The target opportunity is included in the Stock Awards column of the Summary Compensation Table.

(4)
RSUs granted in 2012 in connection with the 2011 performance period, as discussed in the CD&A, were reflected as the target opportunity value in the Summary Compensation Table for 2011 and are included in the Outstanding Equity Awards Table.


The RSUs granted to Mr. Veldran (March 1, 2012) were related to his appointment as the Chief Financial Officer of the Company. This grant will vest 50% on the third anniversary of the date of grant, 25% on the fourth anniversary of the date of grant and 25% on the fifth anniversary of the date of grant. The RSUs granted to Mr. Sink (November 1, 2012) were related to his employment with D&B. This grant will vest 100% on the third anniversary of the date of grant.


If any of our named executive officer's employment with D&B terminates for any reason prior to the first anniversary of the grant date or for any reason (other than death, disability or retirement) on or after the first anniversary of the grant date, our named executive officer forfeits all rights to and interests in the unvested RSUs. If any of our named executive officers is terminated due to retirement, death or disability on or after the first anniversary of the grant date, any unvested stock or stock units become fully vested as of the termination date.

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(5)
On February 22, 2012, the C&BC approved stock option grants to five of our six named executive officers under the 2009 Stock Incentive Plan. All stock options are non-qualified, become exercisable in four equal installments commencing on the first anniversary of the date of grant, and have an expiration date of ten years from the date of grant.


If any of our named executive officer's employment with D&B terminates for any reason other than death, disability or retirement, any exercisable option may only be exercised during the 90-day period following the date of termination under our 2009 Stock Incentive Plan. If any of our named executive officer's employment is terminated for death or disability on or after the first anniversary of the date of grant, the option will immediately vest in full and may thereafter be exercised during the lesser of five years after the date of termination or the original expiration date. If any of our named executive officers retire on or after the first anniversary of the date of grant, unvested stock options will continue to vest and unexercised vested options may be exercised during the lesser of five years after the date of termination or the original expiration date.

(6)
Amounts shown represent the grant date fair value, as calculated in accordance with GAAP, without regard to our forfeiture assumptions. For more information on how we value stock-based awards (including assumptions made in such valuation), refer to "Note 11. Employee Stock Plans" in the "Notes to Consolidated Financial Statements" in our Annual Report on Form 10-K for the fiscal year ending December 31, 2012. These assumptions may or may not be fulfilled. The amounts shown cannot be considered predictions of future value. In addition, the options will gain value only to the extent the stock price exceeds the option exercise price during the life of the option.

(7)
In accordance with our 2009 Stock Incentive Plan, all stock options have an exercise price equal to the mean of the high and low trading prices of our common stock on the date of grant.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

        The following table sets forth a summary of all outstanding equity awards held by each of our named executive officers as of December 31, 2012:

 
   
  Option Awards   Stock Awards  
Name
  Grant Date   Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable (1)
  Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable (1)
  Option
Exercise
Price ($)
  Option
Expiration
Date
  Equity Incentive
Plan Awards:
Number of
Shares or
Units
of Stock That
Have Not
Vested (#) (2)
  Equity Incentive
Plan Awards:
Market Value
of Shares or
Units of
Stock That
Have Not
Vested ($)
 

Sara Mathew

    02/09/2004     54,300     0     53.3000     02/09/2014              

    02/25/2005     43,000     0     60.5350     02/25/2015              

    02/09/2006     35,100     0     71.2750     02/09/2016              

    02/08/2007     33,200     0     88.0400     02/08/2017              

    03/01/2007     50,000     0     88.3300     03/01/2017              

    02/06/2008     44,700     0     88.3650     02/06/2018              

    02/04/2009     37,500     12,500     79.5800     02/04/2019              

    02/11/2010     34,900     34,900     70.5400     02/11/2020              

    03/01/2011     19,550     58,650     80.4500     03/01/2021              

    03/01/2012     0     92,000     82.8000     03/01/2022              

    03/01/2010                             4,297        

    03/01/2011                             14,419        

    03/01/2012                             17,477        

                                        2,846,579  

Richard H. Veldran

    02/09/2004     1,800     0     53.3000     02/09/2014              

    02/25/2005     4,300     0     60.5350     02/25/2015              

    02/09/2006     7,000     0     71.2750     02/09/2016              

    02/09/2006     5,200     0     71.2750     02/09/2016              

    02/08/2007     4,200     0     88.0400     02/08/2017              

    02/06/2008     4,900     0     88.3650     02/06/2018              

    02/04/2009     6,525     2,175     79.5800     02/04/2019              

    02/11/2010     3,800     3,800     70.5400     02/11/2020              

    03/01/2011     1,975     5,925     80.4500     03/01/2021              

    03/01/2012     0     11,700     82.8000     03/01/2022              

    03/01/2010                             752        

    03/01/2011                             1,577        

    03/01/2012                             6,250        

    03/01/2012                             1,773        

                                        814,185  

Joshua L. Peirez

    09/13/2010     8,200     8,200     68.7800     09/13/2020              

    03/01/2011     4,250     12,750     80.4500     03/01/2021              

    03/01/2012     0     21,300     82.8000     03/01/2022              

    09/13/2010                             7,170        

    03/01/2011                             3,380        

    03/01/2012                             3,799        

                                        1,128,549  

Byron C. Vielehr

    08/02/2005     48,300     0     63.8700     08/02/2015              

    02/09/2006     14,300     0     71.2750     02/09/2016              

    02/08/2007     13,500     0     88.0400     02/08/2017              

    02/06/2008     16,800     0     88.3650     02/06/2018              

    02/04/2009     14,025     4,675     79.5800     02/04/2019              

    02/11/2010     8,200     8,200     70.5400     02/11/2020              

    03/01/2011     4,250     12,750     80.4500     03/01/2021              

    03/01/2012     0     21,300     82.8000     03/01/2022              

    03/01/2010                             1,611        

    08/04/2010                             14,340        

    03/01/2011                             3,380        

    03/01/2012                             3,799        

                                        1,819,175  

Bruce R. Sink

    11/01/2012                             6,090     478,979  

 

                                           

Emanuele A. Conti

    02/09/2004     1,500     0     53.3000     02/09/2014              

    02/25/2005     3,900     0     60.5350     02/25/2015              

    02/09/2006     2,800     0     71.2750     02/09/2016              

    02/08/2007     2,600     0     88.0400     02/08/2017              

    02/06/2008     3,700     0     88.3650     02/06/2018              

    02/04/2009     4,200     1,400     79.5800     02/04/2019              

    02/11/2010     3,250     3,250     70.5400     02/11/2020              

    03/01/2011     2,400     7,200     80.4500     03/01/2021              

    03/01/2012     0     12,000     82.8000     03/01/2022              

    03/01/2010                             701        

    12/15/2010                             6,580        

    03/01/2011                             1,352        

    03/01/2012                             2,152        

                                        848,240  

(1)
Stock options granted to our named executive officers become exercisable in four equal annual installments commencing on the first anniversary of the date of grant. If employment terminates for any reason other than death, disability or retirement, any exercisable option may only be exercised during the 30-day period following the date of termination under the 2000 Stock Incentive Plan (awards granted before May 5, 2009) or 90-day period under our 2009 Stock Incentive Plan (awards granted on or after May 5, 2009). If employment is

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    terminated for death or disability on or after the first anniversary of the date of grant, the option will immediately vest in full and may thereafter be exercised during the lesser of five years following the date of termination or the original expiration date. If our named executive officer retires on or after the first anniversary of the date of grant, unvested stock options will continue to vest and unexercised vested options may be exercised during the lesser of the remaining term of the options or five years after the date of termination.

(2)
Grants of RSUs vest 20% on the first anniversary of the grant date, 30% on the second anniversary of the grant date, and the remaining 50% on the third anniversary of the grant date. The grants to Messrs. Veldran (March 1, 2012 grant of 6,250 RSUs), Vielehr (August 4, 2010 grant of 14,340 RSUs) and Conti (December 15, 2010 grant of 6,580 RSUs) will vest 50% on the third anniversary of the date of grant, 25% on the fourth anniversary of the date of grant and 25% on the fifth anniversary of the date of grant. The grant to Mr. Sink (November 1, 2012 grant of 6,090 RSUs) will vest 100% on the third anniversary of the date of grant.


If any of our named executive officer's employment with D&B terminates for any reason prior to the first anniversary of the grant date or for any reason (other than death, disability or retirement) on or after the first anniversary of the grant date, our named executive officer forfeits all rights to and interests in the unvested RSUs. If any of our named executive officers is terminated due to retirement, death or disability on or after the first anniversary of the grant date, any unvested stock or stock units become fully vested as of the termination date.


OPTION EXERCISES AND STOCK VESTED TABLE

        The following table sets forth the number of shares acquired and the value realized by our named executive officers upon the exercise of stock options and the vesting of RSU awards during the fiscal year ended December 31, 2012:

 
  Option Awards   Stock Awards  
Name
  Number of Shares
Acquired on
Exercise
(#)
  Value Realized
on Exercise
($)
  Number of Shares
Acquired on Vesting
(#) (1)
  Value Realized on
Vesting
($) (1)
 

Sara Mathew

    56,500     2,743,075     12,354     931,415  

Richard H. Veldran

    0     0     1,635     135,416  

Joshua L. Peirez

    0     0     5,334     448,848  

Byron C. Vielehr

    0     0     4,115     340,814  

Bruce R. Sink

    0     0     0     0  

Emanuele A. Conti

    5,134     196,144     1,388     114,966  

(1)
The terms of the RSUs granted to our named executive officers provide for the accrual of dividends based on the same rate established from time to time for our common stock, settled in shares at the time the restrictions lapse on the corresponding RSUs. Amounts shown include the accrued dividends on RSU grants.

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PENSION BENEFITS TABLE

        The following table sets forth a summary of the defined pension benefits for each named executive officer as of December 31, 2012:

Name
 
Plan Name
  Number of
Years of
Credited
Service
(#)
  Present
Value of
Accumulated
Benefit
($)
  Payments
During
Last Fiscal
Year
($)
 

Sara Mathew

 

Executive Retirement Plan

    10.0     8,360,474     0  

 

Pension Benefit Equalization Plan

    4.8     290,731     0  

 

Retirement Account

    4.8     101,050     0  

Richard H. Veldran

 

Executive Retirement Plan

   
9.3
   
2,253,327
   
0
 

 

Pension Benefit Equalization Plan

    2.8     21,117     0  

 

Retirement Account

    2.8     45,209     0  

Joshua L. Peirez

 

Executive Retirement Plan

   
2.3
   
637,920
   
0
 

 

Pension Benefit Equalization Plan*

    0.0     0     0  

 

Retirement Account*

    0.0     0     0  

Byron C. Vielehr

 

Executive Retirement Plan

   
7.5
   
3,183,362
   
0
 

 

Pension Benefit Equalization Plan

    0.9     20,258     0  

 

Retirement Account

    0.9     21,539     0  

Bruce R. Sink

 

Executive Retirement Plan*

   
0.0
   
0
   
0
 

 

Pension Benefit Equalization Plan*

    0.0     0     0  

 

Retirement Account*

    0.0     0     0  

Emanuele A. Conti

 

Executive Retirement Plan

   
9.6
   
2,493,411
   
0
 

 

Pension Benefit Equalization Plan

    3.0     26,238     0  

 

Retirement Account

    3.0     50,544     0  

*
Not eligible to participate in the plan.

        Our pension plans for executives are as follows:

        All of the above plans were either frozen or closed to new participants between July 2007 and January 2011 as described below in the summary for each plan.

        Under the Retirement Account and PBEP, years of credited service are counted starting one year after date of hire. Under the ERP, years of credited service are counted as of the date of hire to ensure that each of our named executive officers can attain a competitive retirement benefit at retirement. The following actuarial assumptions were used in the calculation of the benefits in the Pension Benefits Table:

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        Normal forms of payment have been reflected for each plan unless our named executive officer has elected a lump sum in either the PBEP or ERP. Mr. Vielehr has a lump sum election in effect for both the PBEP and ERP. The interest rates used to value the lump sum at the assumed retirement date are the December 2012 Code Section 417(e) segment rates and the mortality assumption is the Code Section 417(e) mortality table for 2013 per each plan's provisions.

        Retirement Account. The Retirement Account was frozen for all of our employees effective July 1, 2007 and the plan was closed to new participants. The accrued benefit in the Retirement Account for all non-vested participants active as of June 30, 2007 became 100% vested. As a result of the pension freeze, no additional benefits have accrued under the Retirement Account, although existing balances will continue to accrue interest.

        The Retirement Account's normal retirement age is 65. Upon termination of employment, a vested participant can elect to immediately receive 50% of his or her benefit as a lump sum or annuity, with the residual 50% being paid at age 55 or later. In addition, if a participant meets the requirements for an Early or Normal Retirement, the participant can elect to receive 50% of his or her benefit as a lump sum and the remainder as an annuity or his or her entire benefit as an annuity. The single life annuity option provides the highest monthly dollar amount under the Retirement Account. A participant can elect other annuity options that provide lower monthly dollar amounts because they are reduced to provide participants with an actuarial equivalent value.

        Pension Benefit Equalization Plan. Effective July 1, 2007, the PBEP was also frozen for all of our employees and the plan was closed to new participants. As a result of the freeze, no additional benefits will accrue under this plan, although existing balances will continue to accrue interest.

        Executive Retirement Plan. The ERP was offered to our key management employees designated by our Chief Executive Officer who are responsible for the management, growth or protection of our business. Effective January 1, 2011, the plan was closed to new participants. The C&BC made this decision after a review of market practice and in light of trends in good governance. Current participants will continue to accrue a benefit in accordance with plan rules. The ERP provides a target annual benefit equal to 4% of a participant's average final compensation (salary plus actual cash incentive) for each of the first 10 years of service to a maximum benefit percentage of 40% of the participant's average final compensation. This benefit is reduced by 15% for vested participants who leave prior to age 55 or who were age 50 or over as of July 1, 2007. Average final compensation is equal to the participant's highest consecutive 60 months of compensation out of his or her last 120 months. A participant is 100% vested in the applicable benefit upon completion of five years of participation in the plan.

        The target annual benefit payment from the ERP is offset by any pension benefits earned in the Retirement Account, PBEP or any other pension plan sponsored by D&B or one of its affiliates and the participant's estimated Social Security retirement benefit. Compensation used in determining the ERP benefit includes base salary, cash bonus payments, commissions, bonus buyouts as a result of job

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changes and lump sum payments in lieu of merit increases. The normal form of benefit payment under the ERP is a Straight Life Annuity for single participants and a fully subsidized joint and 50% survivor annuity for married participants. However, participants have the option to elect to receive a portion of their benefit as a lump sum payment (subject to Code Section 409A). The lump sum election is only valid if the participant remains employed by D&B for 12 consecutive calendar months following the date of his or her election.

        The interest rates used to value the lump sum at the assumed retirement date are the December 2012 Code Section 417(e) segment rates and the mortality assumption is the Code Section 417(e) mortality table for 2013. Benefit payments under the ERP begin on the later of attainment of age 55 or the first of the month following the date a participant retires. If a participant dies while actively employed, his or her spouse is entitled to receive 50% of the benefit that otherwise would have been payable to the participant at age 55. If a participant dies while receiving benefit payments, the surviving spouse receives a benefit equal to 50% of what the participant was receiving. In the event a participant becomes totally and permanently disabled, he or she will receive annual disability payments equal to 60% of his or her compensation offset by any other disability income the participant is receiving.

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NON-QUALIFIED DEFERRED COMPENSATION TABLE

        The following table sets forth a summary of the non-qualified deferred compensation benefits of each named executive officer as of December 31, 2012:

Name
 
Plan Name
  Executive
Contributions
in Last FY
($) (1)
  Registrant
Contributions
in Last FY
($)
  Aggregate
Earnings
in Last FY
($) (2)
  Aggregate
Withdrawals/
Distributions
in Last FY
($)
  Aggregate
Balance
at Last FY
($) (3)
 

Sara Mathew

  Key Employees' Non-Qualified
Deferred Compensation Plan
    814,102     0     142,898     0     6,044,139  

Richard H. Veldran

 

Key Employees' Non-Qualified
Deferred Compensation Plan

   
0
   
0
   
38,948
   
0
   
323,556
 

Joshua L. Peirez

 

Key Employees' Non-Qualified
Deferred Compensation Plan

   
0
   
0
   
0
   
0
   
0
 

Byron C. Vielehr

 

Key Employees' Non-Qualified
Deferred Compensation Plan

   
0
   
0
   
0
   
0
   
0
 

Bruce R. Sink

 

Key Employees' Non-Qualified
Deferred Compensation Plan

   
0
   
0
   
0
   
0
   
0
 

Emanuele A. Conti

 

Key Employees' Non-Qualified
Deferred Compensation Plan

   
77,783
   
0
   
24,050
   
0
   
242,301
 

(1)
Amounts in the Salary and Non-Equity Incentive Plan Contributions columns of the Summary Compensation Table above have not been reduced by any deferrals our named executive officers have made under The Key Employees' Non-qualified Deferred Compensation Plan, or NQDCP.

(2)
These amounts are not disclosed in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table as no named executive officer received above-market or preferential earnings on their account balances under the NQDCP.

(3)
These amounts have been disclosed in the Summary Compensation Table in prior years in the same manner as described in footnotes (1) and (2) above.

        Key Employees' Non-qualified Deferred Compensation Plan. The Key Employees' Non-qualified Deferred Compensation Plan, or NQDCP, is a voluntary plan which allows participants to defer, in 5% increments, up to 75% of their base salary and 100% of their annual cash incentive payments or RSU awards. Participants may elect to enroll in the NQDCP each calendar year, but once their elections are made they are irrevocable for the covered year. Participants can elect to invest their deferrals in the same investment funds that are offered in our 401(k) Plan, including the D&B stock fund. Participants can elect to transfer their balances among other funds on a daily basis subject to our Inside Information and Securities Trading Policy. All amounts deferred by our named executive officers in prior years have been reported in the Non-Qualified Deferred Compensation Table in our previously filed proxy statements in the year earned, provided the individual was a named executive officer for that year for purposes of the SEC's executive compensation disclosure.

        At the time the participant elects to enroll, he or she must also indicate the timing of the distribution of his or her deferral. Participants may elect to receive their payments at a specified time period following their deferral (deferral must be for a minimum of three years) or upon their termination of employment. Distributions paid for a specified time period deferral are paid in a lump sum. Distributions paid upon termination can be paid in a lump sum, five annual installments or ten annual installments. In addition, lump sum payments are made in the event of a participant's death or disability and upon a change in control of D&B.

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        The investment earnings received are based on the performance of their selected investment funds noted in the following table:

Investment Fund Option
  2012 Annual Return  

BlackRock Balanced Index

    11.48 %

BlackRock International Equity Index

    18.46 %

BlackRock Mid and Small Cap Index

    18.34 %

BlackRock S&P 500 Index

    16.01 %

BlackRock Small Cap Growth

    11.06 %

Fidelity Blue Chip Growth

    17.95 %

Fidelity Diversified International

    19.61 %

Fidelity Equity Income

    17.41 %

Fidelity Low Price Stock

    18.66 %

Munder Mid Cap Core Growth

    16.01 %

Northern Small Cap Value

    13.78 %

Perkins Mid Cap Value

    10.41 %

PIMCO Total Return

    10.36 %

Stable Value Fund

    2.49 %

D&B Stock Fund

    7.23 %

BlackRock LifePath Retirement

    8.93 %

BlackRock LifePath 2015

    9.82 %

BlackRock LifePath 2020

    11.05 %

BlackRock LifePath 2025

    12.16 %

BlackRock LifePath 2030

    13.08 %

BlackRock LifePath 2035

    13.86 %

BlackRock LifePath 2040

    14.61 %

BlackRock LifePath 2045

    15.29 %

BlackRock LifePath 2050

    15.96 %

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OVERVIEW OF CHANGE IN CONTROL,
SEVERANCE AND OTHER ARRANGEMENTS

Change in Control

        The change in control benefits of our named executive officers are provided either (i) through existing change in control agreements entered into between 2008 and 2011 or (ii) through our new Change in Control Plan effective January 1, 2013 and applied prospectively to new executive officers of the Company. The following table outlines the change in control benefits provided to each of our named executive officers:

Change in Control
(CIC) Benefit
  Sara Mathew   Richard H. Veldran   Joshua L. Peirez   Byron C. Vielehr   Bruce R. Sink   Emanuele A. Conti
Eligibility by Individually Executed Agreement or Company Plan   Individual agreement   Individual agreement   Individual agreement   Individual agreement   New Company plan   Individual agreement

Effective Date of Eligibility

 

December 18, 2008

 

August 3, 2011

 

September 13, 2010

 

December 27, 2008

 

January 1, 2013

 

December 15, 2010

Benefits Subject to "Single Trigger" (CIC) or "Double Trigger" (CIC Plus Qualifying Termination within 24 Months)

 

Double trigger:
• Cash benefits
• Equity granted on or after January 1, 2013
  
Single trigger:
• Equity granted on or before December 31, 2012

 

Double trigger:
• Cash benefits
• Equity granted on or after January 1, 2013
 
Single trigger:
• Equity granted on or before December 31, 2012

 

Double trigger:
• Cash benefits
• Equity granted on or after January 1, 2013
  
Single trigger:
• Equity granted on or before December 31, 2012

 

Double trigger:
• Cash benefits
• Equity granted on or after January 1, 2013
 
Single trigger:
• Equity granted on or before December 31, 2012

 

Double trigger:
• Cash benefits
• Equity granted on or after January 1, 2013
  
Single trigger:
• Equity granted on or before December 31, 2012

 

Double trigger:
• Cash benefits
• Equity granted on or after January 1, 2013
 
Single trigger:
• Equity granted on or before December 31, 2012

Cash Severance as Multiple of Base Salary Plus Target Cash Incentive

 

3 times

 

3 times

 

3 times

 

3 times

 

2 times

 

3 times

Settlement of Outstanding Performance-based Cash Incentives

 

Pro rata target award

 

Pro rata target award

 

Pro rata target award

 

Pro rata target award

 

Pro rata target award

 

Pro rata target award

Health and Life Insurance Continuation

 

3 years

 

3 years

 

3 years

 

3 years

 

2 years

 

3 years

Outplacement Services Reimbursement

 

Lesser of 20% of target total cash or $100,000

 

Lesser of 20% of target total cash or $100,000

 

Lesser of 20% of target total cash or $100,000

 

Lesser of 20% of target total cash or $100,000

 

Lesser of 15% of target total cash or $50,000

 

Lesser of 20% of target total cash or $100,000

Executive Retirement Plan or ERP (Closed to New Participants in 2011):
• Additional 3 Years of Credited Service (Total Service Not to Exceed 10 Years)
• Inclusion of Cash Severance in Calculating Accrued Benefits

 

Provided benefit

 

Provided benefit

 

Provided benefit

 

Provided benefit

 

No ERP benefit

 

Provided benefit

Pension Benefit Equalization Plan (PBEP) Lump-sum Payment (Plan Frozen in 2007)

 

Provided benefit

 

Provided benefit

 

No PBEP benefit

 

Provided benefit

 

No PBEP benefit

 

Provided benefit

Section 280G of Internal Revenue Code Excise Tax Payment and Gross-up

 

Benefit paid directly to the Internal Revenue Service

 

No benefit

 

No benefit

 

Benefit paid directly to the Internal Revenue Service

 

No benefit

 

No benefit

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        Stock Incentive Plan. For grants made on or before December 31, 2012 under our 2009 Stock Incentive Plan, in the event of a change in control and unless otherwise specified in an award agreement, unvested options become immediately vested and exercisable, restrictions on restricted stock and RSUs immediately lapse and other equity awards become payable as if targets for the current period were met at 100%. For grants made on or after January 1, 2013, equity awards will require both a change in control and qualified termination within 24 months of the change in control, or "double trigger," before vesting.

        New Change in Control Plan. Effective January 1, 2013, we adopted a new Change in Control Plan, or CICP, and revised our current change in control benefits by reducing the cash benefits from three times to two times annual base salary and target bonus. The new CICP also eliminates the additional ERP service credit and excludes any excise tax payment and gross-up, consistent with revisions made in 2010 and 2011 to our change in control benefits. Our new CICP applies prospectively to designated new executive officers of the Company.


Severance Arrangements

        Career Transition Plan. Each of our named executive officers is eligible for the Company's severance benefits which we refer to as the Career Transition Plan, or CTP.

        The CTP provides for the payment of benefits if an eligible executive's employment terminates by reason of a reduction in force, job elimination, unsatisfactory performance (not constituting cause, as defined in the CTP) or a mutually agreed-upon resignation. The CTP does not apply to terminations of employment in connection with the sale of stock or assets of the Company, or an elimination or reduction of operations in connection with an outsourcing or merger (or other combination, spin-off, reorganization or other similar transaction) if an offer of employment at a comparable base salary is made to the employee by the surviving or acquiring entity.

        In the event of an eligible termination, our named executive officer will be paid 40 to 52 weeks of base salary continuation at the rate in effect at the time of termination (half these number of weeks if the executive is terminated by D&B for unsatisfactory performance not constituting cause), payable on the dates the executive's salary would have been paid if employment had not terminated. For our named executive officers, all of whom earn base salaries in excess of $300,000, the number of weeks of base salary continuation is based on years of service with the Company at the time of termination: less than five years, 40 weeks; five years but less than ten years, 48 weeks; and ten years or more, 52 weeks.

        In addition, the executive will receive continued medical and dental insurance benefits during the applicable salary continuation period and will be entitled to such outplacement services during the salary continuation period as are being provided by D&B. Should the executive obtain employment elsewhere prior to the conclusion of the salary continuation period, only 50% of the remaining base salary continuation would be paid to the executive as a lump sum.

        Except in the case of a termination by D&B for unsatisfactory performance, the executive also will receive a prorated portion of the actual cash incentive for the year of termination that otherwise would have been payable to the executive under the annual cash incentive plan. To be eligible, the executive must be employed for at least six full months during the calendar year of termination.


Detrimental Conduct Program

        We maintain a detrimental conduct program which, upon receipt of an equity-based award, requires participants, including our named executive officers, to sign a detrimental conduct agreement.

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The agreement requires participants to return a portion of the amounts received pursuant to such award if, during their employment and for one year thereafter (two years in the case of our named executive officers), they engage in "detrimental conduct." Detrimental conduct includes working for a competitor, disclosing confidential D&B information and acting otherwise than in the interests of D&B. The detrimental conduct agreement also provides D&B with the right to seek injunctive relief should the employee engage in detrimental conduct. Participants who do not sign a detrimental conduct agreement forfeit their equity-based award.


Potential Post-employment Compensation Table

        The following table aggregates the potential post-employment compensation that is or may become payable to each of our named executive officers pursuant to the plans and arrangements described above upon an actual or constructive termination of any of our named executive officer's employment or a change in control of D&B. The information set forth in the following table is calculated using the assumptions listed below, and the triggering events are defined in the applicable plans and agreements. The amounts shown represent estimates for each component based on these assumptions and do not reflect any actual payments to be received by our named executive officers. The components that may be applicable in calculating the post-employment compensation amount include:

 
  Termination Scenario  
Executive Compensation or Benefit Component   If Voluntary
Termination
  If Termination is
Due to Death
  If Termination is
Due to Disability
  If Involuntary
Termination
without Cause
or Quit for
Good Reason
  If Involuntary
Termination for
Cause
  If Change in
Control
Termination
Occurs
 

Sara Mathew

                                     

Severance

                                     

Base Salary

  $ 0   $ 0   $ 0   $ 825,000   $ 0   $ 2,475,000  

Target Cash Incentive

  $ 0   $ 0   $ 0   $ 0   $ 0   $ 3,217,500  

Pro Rata Target Cash Incentive

  $ 0   $ 1,072,500   $ 1,072,500   $ 1,072,500   $ 0   $ 1,072,500  

Outstanding Equity & Long-term Incentives

                                     

Unvested Equity

  $ 1,755,052   $ 1,755,052   $ 1,755,052   $ 1,755,052   $ 1,755,052   $ 4,854,618  

Vested Equity

  $ 2,697,352   $ 2,697,352   $ 2,697,352   $ 2,697,352   $ 2,697,352   $ 2,697,352  

Pension Plan Payments

                                     

Pension Benefit Equalization Plan

  $ 274,154   $ 259,360   $ 229,734   $ 274,154   $ 274,154   $ 311,898  

Executive Retirement Plan

  $ 8,360,474   $ 3,503,368   $ 11,013,633   $ 8,360,474   $ 0   $ 15,091,718  

401(k) Plan

  $ 141,954   $ 141,954   $ 141,954   $ 141,954   $ 141,954   $ 141,954  

Health and Life Insurance Benefits Continuation

  $ 0   $ 0   $ 0   $ 12,432   $ 0   $ 37,471  

Outplacement Services

  $ 0   $ 0   $ 0   $ 0   $ 0   $ 100,000  

Excise Tax and Gross-Up (Paid to I.R.S.)

  $ 0   $ 0   $ 0   $ 0   $ 0   $ 7,447,052  
                           

Total

  $ 13,228,986   $ 9,429,586   $ 16,910,225   $ 15,138,918   $ 4,868,512   $ 37,447,063  

% Already Earned

    100 %   100 %   78 %   87 %   100 %   35 %

Forfeitures

  $ 1,374,566   $ 1,374,566   $ 1,374,566   $ 1,374,566   $ 9,735,040   $ 0  
                           

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  Termination Scenario  
Executive Compensation or Benefit Component   If Voluntary
Termination
  If Termination is
Due to Death
  If Termination is
Due to Disability
  If Involuntary
Termination
without Cause
or Quit for
Good Reason
  If Involuntary
Termination for
Cause
  If Change in
Control
Termination
Occurs
 

Richard H. Veldran

                                     

Severance

                                     

Base Salary

  $ 0   $ 0   $ 0   $ 350,769   $ 0   $ 1,140,000  

Target Cash Incentive

  $ 0   $ 0   $ 0   $ 0   $ 0   $ 855,000  

Pro Rata Target Cash Incentive

  $ 0   $ 285,000   $ 285,000   $ 285,000   $ 0   $ 285,000  

Outstanding Equity & Long-term Incentives

                                     

Unvested Equity

  $ 0   $ 213,994   $ 213,994   $ 0   $ 0   $ 1,065,003  

Vested Equity

  $ 244,318   $ 244,318   $ 244,318   $ 244,318   $ 244,318   $ 244,318  

Pension Plan Payments

                                     

Pension Benefit Equalization Plan

  $ 19,179   $ 19,179   $ 21,117   $ 19,179   $ 19,179   $ 28,661  

Executive Retirement Plan

  $ 0   $ 0   $ 3,721,726   $ 0   $ 0   $ 5,117,587  

401(k) Plan

  $ 97,111   $ 97,111   $ 97,111   $ 97,111   $ 97,111   $ 97,111  

Health and Life Insurance Benefits Continuation

  $ 0   $ 0   $ 0   $ 11,476   $ 0   $ 37,471  

Outplacement Services

  $ 0   $ 0   $ 0   $ 0   $ 0   $ 100,000  

Excise Tax and Gross-Up (Paid to I.R.S.)

  $ 0   $ 0   $ 0   $ 0   $ 0   $ 0  
                           

Total

  $ 360,608   $ 859,602   $ 4,583,266   $ 1,007,853   $ 360,608   $ 8,970,151  

% Already Earned

    100 %   42 %   8 %   36 %   100 %   4 %

Forfeitures

  $ 845,003   $ 631,009   $ 631,009   $ 845,003   $ 845,003   $ 0  
                           

Joshua L. Peirez

                                     

Severance

                                     

Base Salary

  $ 0   $ 0   $ 0   $ 346,154   $ 0   $ 1,350,000  

Target Cash Incentive

  $ 0   $ 0   $ 0   $ 0   $ 0   $ 1,147,500  

Pro Rata Target Cash Incentive

  $ 0   $ 382,500   $ 382,500   $ 382,500   $ 0   $ 382,500  

Outstanding Equity & Long-term Incentives

                                     

Unvested Equity

  $ 0   $ 910,692   $ 910,692   $ 0   $ 0   $ 1,609,483  

Vested Equity

  $ 80,934   $ 80,934   $ 80,934   $ 80,934   $ 80,934   $ 80,934  

Pension Plan Payments

                                     

Pension Benefit Equalization Plan

  $ 0   $ 0   $ 0   $ 0   $ 0   $ 0  

Executive Retirement Plan

  $ 0   $ 0   $ 5,044,133   $ 0   $ 0   $ 3,281,782  

401(k) Plan

  $ 0   $ 26,429   $ 26,429   $ 0   $ 0   $ 26,429  

Health and Life Insurance Benefits Continuation

  $ 0   $ 0   $ 0   $ 9,563   $ 0   $ 37,471  

Outplacement Services

  $ 0   $ 0   $ 0   $ 0   $ 0   $ 100,000  

Excise Tax and Gross-Up (Paid to I.R.S.)

  $ 0   $ 0   $ 0   $ 0   $ 0   $ 0  
                           

Total

  $ 80,934   $ 1,400,555   $ 6,444,688   $ 819,151   $ 80,934   $ 8,016,099  

% Already Earned

    100 %   6 %   1 %   10 %   100 %   1 %

Forfeitures

  $ 1,209,483   $ 298,791   $ 298,791   $ 1,209,483   $ 1,209,483   $ 0  
                           

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  Termination Scenario  
Executive Compensation or Benefit Component   If Voluntary
Termination
  If Termination is
Due to Death
  If Termination is
Due to Disability
  If Involuntary
Termination
without Cause
or Quit for
Good Reason
  If Involuntary
Termination for
Cause
  If Change in
Control
Termination
Occurs
 

Byron C. Vielehr

                                     

Severance

                                     

Base Salary

  $ 0   $ 0   $ 0   $ 406,154   $ 0   $ 1,320,000  

Target Cash Incentive

  $ 0   $ 0   $ 0   $ 0   $ 0   $ 1,188,000  

Pro Rata Target Cash Incentive

  $ 0   $ 396,000   $ 396,000   $ 396,000   $ 0   $ 396,000  

Outstanding Equity & Long-term Incentives

                                     

Unvested Equity

  $ 0   $ 1,586,885   $ 1,586,885   $ 0   $ 0   $ 2,285,677  

Vested Equity

  $ 885,839   $ 885,839   $ 885,839   $ 885,839   $ 885,839   $ 885,839  

Pension Plan Payments

                                     

Pension Benefit Equalization Plan

  $ 18,399   $ 18,399   $ 20,258   $ 18,399   $ 18,399   $ 25,855  

Executive Retirement Plan