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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

6K characters. Original on sec.gov ·

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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Market Information

Verisk trades under the ticker symbol “VRSK” on the NASDAQ Global Select Market. As of February 19, 2021, there were approximately 59 stockholders of record. We believe the number of beneficial owners is substantially greater than the number of record holders because a large portion of common stock is held in “street name” by brokers.

On February 12, 2020, April 29, 2020, July 29, 2020, and October 28, 2020, our Board approved a cash dividend of $0.27 per share of common stock issued and outstanding to the holders of record as of March 13, 2020, June 15, 2020, September 15, 2020, and December 15, 2020, respectively. The cash dividends of $43.9 million, $44.0 million, $43.9 million, and $43.9 million were paid on March 31, 2020, June 30, 2020, September 30, 2020, and December 31, 2020, respectively. We have a publicly announced share repurchase plan and repurchased a total of 62,208,390 shares since our IPO through December 31, 2020. As of December 31, 2020, we had 381,185,512 shares of treasury stock.

Performance Graph

The graph below compares the cumulative total stockholder return of our common stock with the cumulative total return of the S&P 500 index, an aggregate index of our proxy peers used in last year’s statement and an aggregate index of our proxy peers used in this year’s statements. In this transition year, the table and the graph below include both the prior and the new indices of peer companies. The peer issuers used for this graph are Black Knight, Inc., CoreLogic Inc., CoStar Group Inc., Equifax Inc., Fair Isaac Corp., Gartner, Inc., Global Payments, Inc., IHS Markit, Intercontinental Exchange, Inc., Jack Henry & Associates Inc., Moody’s Corporation, MSCI Inc., S&P Global, and TransUnion. The prior peer issuers used for this graph are Alliance Data Systems Corporation, CoStar Group Inc., Equifax Inc., Factset Research Systems Inc., Fidelity National Information Services, Inc., Fiserv, Inc., Gartner, Inc., IHS Markit, Moody’s Corporation, MSCI Inc., Nielsen Holdings plc, S&P Global, and TransUnion. The graph assumes that the value of investment in our common stock and each index was $100 at December 31, 2015 and that all cash dividends were reinvested. 

COMPARISON OF CUMULATIVE TOTAL RETURN

Assumes $100 Invested on December 31, 2015

Assumes Dividend Reinvested

Fiscal Year Ended December 31, 2020

priorpeergroupchart.jpg

Recent Sales of Unregistered Securities

We had no unregistered sales of equity securities during 2020.

Issuer Purchases of Equity Securities

Our board of directors has authorized a share repurchase program ("Repurchase Program") since May 2010, of up to $3.8 billion, inclusive of the $500.0 million authorization approved by the board on February 12, 2020. As of December 31, 2020, $278.8 million remains available for share repurchases. In December 2019, March 2020, June 2020, and September 2020, we entered into four Accelerated Share Repurchase ("ASR") agreements to repurchase shares of our common stock for an aggregate purchase price of $225.0 million. These ASRs were settled in February 2020, June 2020, September 2020, and December 2020. In December 2020, we entered into an additional ASR agreement to repurchase shares of our common stock for an aggregate purchase price of $50.0 million. This ASR will be settled in March 2021. Under the Repurchase Program, we may repurchase stock in the market or as otherwise determined by us. These authorizations have no expiration dates and may be suspended or terminated at any time. Since the introduction of share repurchase as a feature of our capital management strategies in 2010, we have repurchased shares with an aggregated value of $3,521.2 million. On February 16, 2021, our board of directors approved an additional share repurchase authorization of $300.0 million. Our share repurchases for the quarter ended December 31, 2020 are set forth below:

PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(in millions)
October 1, 2020 through October 31, 2020215,855(1)$185.31(1)215,855$278.8
November 1, 2020 through November 30, 2020———$278.8
December 1, 2020 through December 31, 202047,042(1)$190.19(1)47,042$278.8
262,897(1)$190.19(1)262,897

(1) In September 2020, we entered into an ASR agreement to repurchase shares of our common stock for an aggregate purchase price of $50.0 million with Citibank, N.A. The ASR agreement is accounted for as a treasury stock transaction and a forward stock purchase agreement indexed to our common stock. Upon the payment of the aggregate purchase price of $50.0 million on October 1, 2020, we received 215,855 shares of our common stock at a price of $185.31 per share. Upon final settlement in December 2020, we received an additional 47,042 shares as determined by the daily volume weighted average share price of our common stock during the term of the ASR agreement, bringing the total shares received under this ASR agreement to 262,897 and a final average price paid of $190.19 per share.

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