Verisk Analytics Inc
For the period ended May 20, 2025. Filed Apr 4, 2025.
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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 20, 2025 · Filed Apr 4, 2025
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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
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under Section 240.14a-12 |
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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. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Letter from our Independent Chair Dear Shareholders, I invite you to participate in Verisk’s 2025 Annual Meeting of Shareholders, which will take place virtually on Tuesday, May 20, 2025 at 8:30 a.m. ET. You can join the live audio webcast by visiting www.virtualshareholdermeeting.com/VRSK2025, where you will be able to listen to the meeting, submit questions and vote. Consistent Growth, Strategic Engagement In 2024, Verisk continued to deliver strong performance consistent with our financial guidance. This success reflects the company’s focused execution on its three strategic priorities: delivering predictable growth, driving operational efficiency, and maintaining disciplined capital allocation. Heightened strategic engagement at the C-suite level with clients has deepened relationships and opened new opportunities, resulting in stronger renewals and improved customer satisfaction. Verisk continues to invest in innovation and technology, including its Core Lines Reimagine initiative and Generative AI applications, while simultaneously returning $1.3 billion to shareholders through dividends and share repurchases. As we enter 2025, Verisk remains a trusted solutions provider to the global insurance ecosystem, creating efficiencies through network connections and generating innovative solutions that address the industry’s evolving challenges with catastrophic events, regulatory changes, and technological advancement. Risk Oversight and Board Refreshment In 2024, the Board strengthened its risk oversight by forming a new Risk Committee which oversees risk assessment and risk management, reviews with management matters relating to the policies, practices and outcomes that relate to risk management such as the strategic approach to cyber and information security, and oversees Verisk’s Enterprise Risk Management function. We express our deep gratitude to Vincent Brooks and Wendy Lane, who are not being nominated for re-election and are retiring from the Board as of the 2025 Annual Meeting of Shareholders. Their leadership, guidance and commitment to enhancing shareholder value were invaluable during a period of significant organizational transformation for Verisk. As the Board continues to strive for the right mix of backgrounds, experience, qualifications and skills to oversee and address the key issues and opportunities facing Verisk, we are nominating two new independent directors to stand for election at the 2025 Annual Meeting of Shareholders: Christopher J. Perry, a seasoned executive leader at large global information services public companies with deep go-to-market and sales expertise, and Sabra R. Purtill, an experienced financial executive at leading insurance and financial services companies.
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 4, 2025
Notice of 2025 Annual Meeting of Shareholders
To Our Shareholders:
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders of Verisk Analytics, Inc. will be held on Tuesday, May 20, 2025, at 8:30 am ET, in a virtual format as a live audio webcast that can be accessed at www.virtualshareholdermeeting.com/VRSK2025, to:
| Proposal · Board Recommendation · Page | |||
|---|---|---|---|
| 1 | Elect eleven (11) members of the Board of Directors to serve one-year terms; | FOR each nominee | 4 |
| 2 | Approve the compensation of the Company’s named executive officers on an advisory, non-binding basis (“Say-on-Pay”); | FOR | 57 |
| 3 | Ratify the appointment of Deloitte & Touche LLP as independent auditor for the year ending December 31, 2025; | FOR | 58 |
| 4 | To vote on the management proposal to eliminate supermajority voting standards for limitation on beneficial ownership of the Company; | FOR | 61 |
| 5 | To vote on the management proposal to eliminate supermajority voting standards for certain business combinations; | FOR | 62 |
| 6 | To vote on the management proposal to limit certain liability of officers as permitted by Delaware law; | FOR | 64 |
| 7 | To vote on the management proposal to enable the ability of one or more shareholders as a group owning 25% of the Company’s common stock to call special meetings of shareholders; and | FOR | 65 |
| 8 | To vote on a shareholder proposal, if properly presented at the meeting. | AGAINST | 68 |
| 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, the ratification of the appointment of the auditor, the management proposal to eliminate supermajority voting standards for limitation on beneficial ownership of the Company, the management proposal to eliminate the supermajority voting standards for certain business combinations, the management proposal to limit certain liability of officers as permitted by Delaware law, and the management proposal to enable the ability of shareholders owning 25% of the Company’s common stock to call special meetings of shareholders. Our Board of Directors recommends that you vote“AGAINST” the shareholder proposal, if properly presented at the meeting.
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 2025 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 4, 2025. The Proxy Statement is being made available to our shareholders and eligible ESOP participants beginning on or about April 4, 2025.
On behalf of the Board of Directors,
Thomas C. Wong Assistant General Counsel and Corporate Secretary
Meeting Information Date and Time May 20, 2025 8:30 a.m. ET Location www.virtualshareholdermeeting. com/VRSK2025 Record Date March 24, 2025 Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 20, 2025. Our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 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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