filings.toolsVerisk Analytics 8-K 2024-05-15
Filed 2024-05-17. 1 sections, 6K characters. Original on sec.gov · Markdown · JSON
Form 8-K
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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 |
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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; |
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| 2. | The advisory, non-binding resolution to approve the compensation of the Company’s named executive officers (“say-on-pay”); |
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| 3. | The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the year ending December 31, 2024; and |
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| 4. | The shareholder proposal requesting a simple majority vote. |
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The results of such votes were as follows:
- 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 |
- 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 |
- 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 |
- 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. |
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(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 |