8-K
Verisk Analytics, Inc.
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false 0001442145 0001442145 2024-05-15 2024-05-15

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2024

 

 

VERISK ANALYTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34480   26-2994223
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

545 Washington Boulevard, Jersey City, NJ   07310
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (201) 469-3000

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

where registered

Common Stock $.001 par value   VRSK   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

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. ☐

 

 

 


Item 5.07

Submission of Matters to a Vote of Security Holders

The following proposals were submitted to the holders of Common Stock of Verisk Analytics, Inc. (the “Company”) for a vote at the 2024 Annual Meeting of Shareholders held on May 15, 2024:

 

  1.

The election of eleven members of the Board of Directors each to serve one-year terms;

 

  2.

The advisory, non-binding resolution to approve the compensation of the Company’s named executive officers (“say-on-pay”);

 

  3.

The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the year ending December 31, 2024; and

 

  4.

The shareholder proposal requesting a simple majority vote.

The results of such votes were as follows:

1. The Company’s shareholders elected each of the eleven nominees to the Board of Directors to serve one-year terms by the following votes:

 

Name of Nominee

 

Number of Votes
For

 

Number of Votes
Against

 

Number of Votes
Abstaining

 

Number of Broker

Non-Votes

Vincent K. Brooks

  119,326,504   3,712,808   72,646   6,762,748

Jeffrey Dailey

  107,329,476   15,696,380   86,102   6,762,748

Bruce Hansen

  121,543,415   1,503,025   65,518   6,762,748

Gregory Hendrick

  122,803,039   243,138   65,781   6,762,748

Kathleen A. Hogenson

  120,454,013   2,589,006   68,939   6,762,748

Wendy Lane

  122,082,006   964,780   65,172   6,762,748

Samuel G. Liss

  118,223,673   4,822,472   65,813   6,762,748

Lee M. Shavel

  122,131,024   881,519   99,415   6,762,748

Olumide Soroye

  122,527,198   518,246   66,514   6,762,748

Kimberly S. Stevenson

  120,509,360   2,538,771   63,827   6,762,748

Therese M. Vaughan

  116,958,159   5,500,619   653,180   6,762,748

2. The Company’s shareholders approved the compensation of the Company’s named executive officers on an advisory, non-binding basis by the following votes:

 

Number of Votes

For

 

Number of Votes
Against

 

Number of Votes
Abstaining

 

Number of Broker
Non-Votes

115,673,518   7,311,169   127,271   6,762,748

3. The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the year ending December 31, 2024 by the following votes:

 

Number of Votes

For

 

Number of Votes
Against

 

Number of Votes
Abstaining

116,038,573   13,781,318   54,815


4. The Company’s shareholders approved the shareholder proposal requesting a simple majority vote on an advisory, non-binding basis by the following votes:

 

Number of Votes

For

 

Number of Votes
Against

 

Number of Votes
Abstaining

 

Number of Broker
Non-Votes

74,872,983   46,673,949   1,565,025   6,762,749

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  VERISK ANALYTICS, INC.
Date: May 17, 2024   By:  

/s/ Kathy Card Beckles

    Name:   Kathy Card Beckles
    Title:   Executive Vice President and Chief Legal Officer