10-K/A

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K/A

(Amendment No. 1)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number

001-13585

CORELOGIC, INC.

(Exact name of registrant as specified in its charter)


Delaware		95-1068610
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


40 Pacifica	Irvine	California	92618
(Street Address)	(City)	(State)	(Zip Code)

(949)

214-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading symbol(s):	Name of exchange on which registered:
Common Stock, $0.00001 par value	CLGX	New York Stock Exchange
Preferred Stock Purchase Rights	CLGX	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Act). Yes ☐ No ☒

The aggregate market value of voting and

non-voting

common equity held by

non-affiliates

of the registrant as of June 30, 2020, the last business day of the registrant’s most recently-completed second fiscal quarter was $5,303,236,199.

On April 27, 2021, there were 73,618,482 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

CoreLogic, Inc.

Table of Contents


Explanatory Note			3
PART III			4
Item 10. Directors, Executive Officers and Corporate Governance			4
Item 11. Executive Compensation			13
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			46
Item 13. Certain Relationships and Related Transactions, and Director Independence			49
Item 14. Principal Accountant Fees and Services			50
PART IV			51
Item 15. Exhibits and Financial Statement Schedules			51
Exhibit Index			51
Signatures			55

Table of Contents

EXPLANATORY NOTE

This Amendment No. 1 to

Form 10-K

(this “Amended Report”) amends the original Annual Report on

Form 10-K

of CoreLogic, Inc. (“CoreLogic,” the “Company,” “we,” “our,” or “us”) for the year ended December 31, 2020, originally filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2021 (the “Original Report”). This Amended Report amends and restates the Original Report to include the information required by Part III—Item 10, Item 11, Item 12, Item 13, and Item 14 of

Form 10-K.

In addition, in accordance with Rule

12b-15

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 15(a)(3) of Part IV of the Original Report is being amended and restated solely to include as exhibits new certifications by the Company’s principal executive officer and principal financial officer.

Except as set forth in this Amended Report, no other changes have been made to the Original Report. Unless expressly stated, this Amended Report does not reflect events occurring after the filing of the Original Report, and it does not modify or update in any way the disclosures contained in the Original Report, which speak as of the date of the Original Report. Accordingly, this Amended Report should be read in conjunction with the Original Report, and the Company’s other SEC filings subsequent to the filing of the Original Report.

Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers of the Company

Directors

The following tables provide information regarding current members of the Company’s Board of Directors (the “Board”). Each director holds office until the next annual meeting of stockholders and until his or her successor is elected and qualified. There are no family relationships between any director and any other director or one of the Company’s executive officers. In addition, there were and are no arrangements or understandings between any director and any other person pursuant to which such director was selected as a director.


Name		Biography
W. Steve Albrecht Director since 2020 Age: 74		Expertise • Public Company Director • Financial/Mergers and Acquisitions • Technology

		Biographical Information W. Steve Albrecht was the Gunnel Endowed Professor in the Marriott School of Management at Brigham Young University until his retirement in 2017, where he also previously served as Associate Dean. He is a Certified Public Accountant, Certified Internal Auditor, and Certified Fraud Examiner. He currently serves on the Board and as Chair of the Audit & Finance Committee of SkyWest, Inc. (Nasdaq: SKYW). Previously he was Chairman of Cypress Semiconductor Corporation (Nasdaq: CY) when it was acquired by Infineon Technologies AG (OTCMKTS: IFNNY) for $10 billion in 2020 and Director and Chair of the Audit Committee of RedHat, Inc. (NYSE: RHT) when it was acquired by IBM (NYSE: IBM) for $35 billion. Mr. Albrecht is a former President of the American Accounting Association and Association of Certified Fraud Examiners. He has served as a trustee of both COSO, the organization that establishes internal control standards for public companies, and the Financial Accounting Foundation, which oversees the Financial Accounting Standards Board (FASB), the accounting rule-making body in the U.S. He has also been an expert witness in some of the largest financial statement fraud cases in the U.S. Qualifications and Experience Mr. Albrecht’s qualifications to serve as a director include his strong academic and professional record, his achievements, awards and other forms of recognition in the accounting profession, his extensive training in accounting practices and fraud detection, and his past service on multiple public company boards. His accounting background and experience in the technology industry are particularly useful for his service as a member of the Audit Committee and the Strategic Planning and Acquisition Committee.

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Douglas C. Curling Director since 2012 Age: 66		Expertise • Public Company Chief Financial Officer and Chief Operating Officer • Technology • Real Estate/Insurance • Financial/Mergers and Acquisitions • Private Equity/Investing

		Biographical Information Since 2010, Mr. Curling has been a principal and managing director of New Kent Capital LLC, a family-run investment business, and a principal at New Kent Consulting LLC, a consulting business that he founded. From 1997 until 2008, Mr. Curling held various executive positions at ChoicePoint Inc., a provider of identification and credential verification services that was sold to Reed Elsevier, including serving as President from 2002 to 2008, Chief Operating Officer from 1999 to 2008, and Executive Vice President, Chief Financial Officer and Treasurer from 1997 to 1999. Mr. Curling also served as a director of ChoicePoint Inc. from 2000 to 2008. Prior to joining ChoicePoint Inc., Mr. Curling served in various financial roles at Equifax, Inc., a credit bureau, from 1989 to 1997. Mr. Curling previously served as a director of Aaron’s, Inc. (NYSE: AAN) prior to its separation into two standalone public companies in late 2020. He currently serves as a director of Progressive Holdings Inc. (Nasdaq: PROG), a specialty point of sale lease-to-own solutions company, previously a subsidiary of AAN. Qualifications and Experience Mr. Curling brings his experience operating a publicly-traded data business and deep knowledge of the insurance industry to provide insight on data monetization and growth strategies. His operational background and board experience are particularly useful for his service as a member of the Audit Committee, Nominating and Corporate Governance Committee and the Strategic Planning and Acquisition Committee.

John C. Dorman Director since 2012 Age: 70		Expertise • Public Company Chief Executive Officer • Technology • Financial/Mergers and Acquisitions • Private Equity/Investing

		Biographical Information Mr. Dorman is a private investor. He previously served as the Chairman from 2010 to March 2013, co-Chairman in 2010, and interim Chief Executive Officer in 2010, of Online Resources Corporation, a developer and supplier of electronic payment services that was acquired by ACI Worldwide, Inc. Prior to that, from 1998 to 2003 he served as Chief Executive Officer of Digital Insight Corporation, a provider of software as a service for online banking and bill payment for financial institutions that was acquired by Intuit, Inc., and as Senior Vice President of the Global Financial Services Division of Oracle Corporation from 1997 to 1998. From 1983 to 1997, Mr. Dorman was the Chief Executive Officer of Treasury Services Corporation, a provider of modeling and analysis software for financial institutions, which was acquired by Oracle Corporation in 1997. Mr. Dorman currently serves as a director of LoanDepot, LLC, a national non-bank lender serving consumers, and DeepDyve, Inc., an online rental service for scientific and scholarly research. Qualifications and Experience Mr. Dorman’s prior experience as Chief Executive Officer of a technology service provider during a period of rapid growth and expansion enables him to provide insights into our operational, technology and growth strategies. His strategic perspective in the financial innovation space and board experience are also particularly useful for his service as Chair of our Audit Committee and as a member of our Strategic Planning and Acquisition Committee.

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Paul F. Folino Director since 2011 Age: 76		Expertise • Public Company Chief Executive Officer • Technology • Financial/Mergers and Acquisitions

		Biographical Information Mr. Folino was Executive Chairman of the board of directors of Emulex Corporation, an information technology product manufacturer specializing in servers, network and storage devices for data centers, from 2006 until his retirement in 2011, and continued as a member of the board of directors until 2015. Previously, he served as a director of Emulex from 1993 to 2015, as Chairman from 2002 to 2006, and as Chief Executive Officer from 1993 to 2006. Prior to joining Emulex, Mr. Folino held positions as Managing Director and later President and Chief Operating Officer of the Thomas-Conrad Corporation; President and Chief Operating Officer of Eczel Corporation, a subsidiary of Crown Zellerbach; and Regional General Manager of the Xerox Corporation. Mr. Folino serves on the board of directors and is Chairman of the Nominating and Governance Committee of Lantronix, Inc., a provider of device networking and remote access products for remote IT management. He also serves as Lead Director of Commercial Bank of California, a full-service FDIC-insured community bank, and on the boards of several charitable organizations. Mr. Folino previously served on the board of directors of Microsemi Corporation, a provider of semiconductor solutions, from 2004 until its sale in 2018. Qualifications and Experience Mr. Folino brings significant expertise regarding information technology and intellectual property. With his strong executive background, Mr. Folino provides valued input on a variety of leadership, strategic, corporate governance and organizational matters. His extensive experience as a director of publicly-traded companies is particularly useful for his service as our Chairman of the Board.

Wendy Lane Director since 2020 Age: 70		Expertise • Financial/Mergers and Acquisitions • Risk Management • Private Equity/Investing

SEC Form 10-K/A filed by CoreLogic, Inc. (Amendment)