Form 8-K - Current report

VERISK ANALYTICS, INC.

Date: May 17, 2024

/s/ Kathy Card Beckles

Kathy Card Beckles

Executive Vice President and Chief Legal Officer

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:

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

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

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

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.

Document and Entity Information	May 15, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001442145
Document Type	8-K
Document Period End Date	May 15, 2024
Entity Registrant Name	VERISK ANALYTICS, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-34480
Entity Tax Identification Number	26-2994223
Entity Address, Address Line One	545 Washington Boulevard
Entity Address, City or Town	Jersey City
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07310
City Area Code	(201)
Local Phone Number	469-3000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock $.001 par value
Trading Symbol	VRSK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false