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Verisk Analytics Inc

For the period ended May 15, 2024. Filed Apr 5, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 15, 2024 · Filed Apr 5, 2024

VRSK$204.59-3.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under Section 240.14a-12

Verisk Analytics, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Letter from our Independent Chair Dear Shareholders, I invite you to participate in Verisk’s 2024 Annual Meeting of Shareholders, which will take place virtually on Wednesday, May 15, 2024 at 8:00 a.m. ET. You can join the live audio webcast by visiting www.virtualshareholdermeeting.com/VRSK2024, where you will be able to listen to the meeting live, submit questions and vote. Renewed Focus, Consistent Growth 2023 marked a milestone for Verisk as its performance exceeded the growth expectations set at Investor Day. Our renewed focus on the insurance industry has delivered results – even as we continue to implement strategic, organizational, and cultural change. The strong performance of the past year reflects our commitment to a sector that is both crucial and currently navigating through substantial challenges and emerging risks. Verisk has deepened its engagement with industry leaders, driving innovation and new solutions that deliver value to our clients and to you, our shareholders, with client confidence and choice reinforcing Verisk’s position as a pivotal player in the complex and evolving insurance ecosystem. In 2024, we will continue to deliver on our mission to be a leading data, analytics and technology provider serving the insurance ecosystem. Governance and Risk In 2023 Verisk’s Board of Directors, led by its Audit Committee, enhanced and strengthened its risk oversight with processes such as a risk review calendar and dashboard that focused on mission critical risks at various Committee meetings throughout the year. To better organize and delineate oversight of specific risk categories, the Board formed a new Risk Committee in early 2024 which, in coordination with the Audit Committee and other relevant Committees as appropriate, oversees risk assessment and risk management of the Company, reviews with management matters relating to the policies, practices and outcomes of the Company that relate to risk management, and oversees the Company’s Enterprise Risk Management function. Commitments to Purposeful Work and ESG Our exceptional colleagues across the globe have made this transformation possible, and we are committed to supporting them with a positive work environment, substantive development and learning opportunities, and competitive compensation. This commitment has been recognized with Great Place to Work® designations in the United States (8 years), United Kingdom (4 years), India (4 years), Spain (4 years), and Poland (2 years). Our commitment to operating in an environmentally responsible way is reflected in the fact that Verisk published its first-ever report in accordance with the framework recommended by the Task Force on Climate-Related Financial Disclosures (TCFD). In 2023, we ranked fourth on Investor’s Business Daily’s 100 Best ESG Companies list.

Your support is important Your vote is important. I encourage you to take a moment to vote on the items in this year’s Proxy Statement. Voting takes only a few minutes, and it will ensure that your shares are represented at the meeting. On behalf of the Verisk Board of Directors, thank you for your continued support. Sincerely, Bruce Hansen Independent Chair April 5, 2024

Notice of 2024 Annual Meeting of Shareholders

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Shareholders of Verisk Analytics, Inc. will be held on Wednesday, May 15, 2024, at 8:00 am ET, in a virtual format as a live audio webcast that can be accessed at www.virtualshareholdermeeting.com/VRSK2024, to:

Proposal · Board Recommendation · Page
1Elect eleven (11) members of the Board of Directors to serve one-year terms;FOR each nominee4
2Approve the compensation of the Company’s named executive officers on an advisory, non-binding basis (“say-on-pay”);FOR57
3Ratify the appointment of Deloitte & Touche LLP as independent auditor for the year ending December 31, 2024; andFOR58
4To vote on the shareholder proposal requesting a simple majority vote.NO RECOMMENDATION61
Transact such other business as may properly be brought before the meeting by or at the direction of our Board of Directors.

Our Board of Directors recommends that you vote“FOR” the election of directors, the approval of the compensation of the Company’s named executive officers on an advisory, non-binding basis, and the ratification of the appointment of the auditor. Our Board of Directors makes no recommendation with respect to the shareholder proposal requesting a simple majority vote as the Board is interested in understanding the viewpoints of our shareholders with respect to the proposal’s topic.

We are pleased to take advantage of the Securities and Exchange Commission (the “SEC”) rule allowing companies to furnish proxy materials via the Internet. We believe this notice and access process expedites shareholders’ receipt of proxy materials and lowers the costs of our annual meeting of shareholders. Accordingly, we have sent to most of our beneficial owners the Notice of Internet Availability of Proxy Materials containing instructions on how to access the attached Proxy Statement and our Annual Report on Form 10-K via the Internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how you can receive a paper copy of the proxy materials. We are mailing paper copies of our 2024 Annual Meeting materials to our shareholders of record, and to eligible participants in the ISO 401(k) Savings and Employee Stock Ownership Plan (the “ESOP”).

The Notice of Internet Availability of Proxy Materials is being sent to certain of our shareholders beginning on or about April 5, 2024. The Proxy Statement is being made available to our shareholders and eligible ESOP participants beginning on or about April 5, 2024.

On behalf of the Board of Directors,

Thomas C. Wong Assistant General Counsel and Corporate Secretary

Meeting Information Date and Time May 15, 2024 8:00 a.m. ET Location www.virtualshareholdermeeting. com/VRSK2024 Record Date March 18, 2024 Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 15, 2024. Our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available at www.proxyvote.com. Upon written request to our Corporate Secretary, we will provide a copy of our Annual Report on Form 10-K without charge. Please mail any written request to the attention of Corporate Secretary, Verisk Analytics, Inc., 545 Washington Boulevard, Jersey City, NJ 07310-1686.

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