Verisk Analytics, Inc. Files Definitive Proxy Statement

Ticker: VRSK · Form: DEF 14A · Filed: Apr 5, 2024 · CIK: 1442145

Verisk Analytics, Inc. DEF 14A Filing Summary
FieldDetail
CompanyVerisk Analytics, Inc. (VRSK)
Form TypeDEF 14A
Filed DateApr 5, 2024
Risk Levellow
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Verisk Analytics, Corporate Governance, Shareholder Meeting

TL;DR

<b>Verisk Analytics, Inc. has filed its Definitive Proxy Statement for the period ending May 15, 2024.</b>

AI Summary

Verisk Analytics, Inc. (VRSK) filed a Proxy Statement (DEF 14A) with the SEC on April 5, 2024. Verisk Analytics, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 5, 2024. The filing covers the period ending May 15, 2024, with data reported as of April 5, 2024. The company's fiscal year ends on December 31. Verisk Analytics, Inc. is incorporated in Delaware. The company's principal business address is 545 Washington Boulevard, Jersey City, NJ.

Why It Matters

For investors and stakeholders tracking Verisk Analytics, Inc., this filing contains several important signals. This filing provides shareholders with crucial information regarding upcoming annual meetings, director nominations, executive compensation, and other corporate governance matters. Shareholders will vote on proposals outlined in this document, impacting the company's leadership and strategic direction.

Risk Assessment

Risk Level: low — Verisk Analytics, Inc. shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial or operational shifts.

Analyst Insight

Review the proxy statement to understand shareholder voting matters, executive compensation details, and any proposed changes to corporate governance.

Key Numbers

  • 2024-04-05 — Filing Date (DEF 14A)
  • 2024-05-15 — Period of Report (DEF 14A)
  • 1231 — Fiscal Year End (Company Data)
  • DE — State of Incorporation (Company Data)

Key Players & Entities

  • Verisk Analytics, Inc. (company) — Filer
  • DEF 14A (filing) — Form Type
  • 2024-04-05 (date) — Filing Date
  • 2024-05-15 (date) — Period of Report
  • 0001193125-24-087955 (filing) — Accession Number
  • 0001442145 (company) — Central Index Key
  • Jersey City (location) — Business Address City
  • 201-469-2000 (phone) — Business Phone

FAQ

When did Verisk Analytics, Inc. file this DEF 14A?

Verisk Analytics, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 5, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Verisk Analytics, Inc. (VRSK).

Where can I read the original DEF 14A filing from Verisk Analytics, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Verisk Analytics, Inc..

What are the key takeaways from Verisk Analytics, Inc.'s DEF 14A?

Verisk Analytics, Inc. filed this DEF 14A on April 5, 2024. Key takeaways: Verisk Analytics, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 5, 2024.. The filing covers the period ending May 15, 2024, with data reported as of April 5, 2024.. The company's fiscal year ends on December 31..

Is Verisk Analytics, Inc. a risky investment based on this filing?

Based on this DEF 14A, Verisk Analytics, Inc. presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial or operational shifts.

What should investors do after reading Verisk Analytics, Inc.'s DEF 14A?

Review the proxy statement to understand shareholder voting matters, executive compensation details, and any proposed changes to corporate governance. The overall sentiment from this filing is neutral.

How does Verisk Analytics, Inc. compare to its industry peers?

Verisk Analytics operates in the data analytics and risk assessment sector, providing solutions primarily to the insurance industry.

Are there regulatory concerns for Verisk Analytics, Inc.?

As a publicly traded company, Verisk Analytics is subject to SEC regulations governing proxy solicitations and corporate disclosures.

Industry Context

Verisk Analytics operates in the data analytics and risk assessment sector, providing solutions primarily to the insurance industry.

Regulatory Implications

As a publicly traded company, Verisk Analytics is subject to SEC regulations governing proxy solicitations and corporate disclosures.

What Investors Should Do

  1. Review the proposals to be voted on at the shareholder meeting.
  2. Analyze the executive compensation packages and any changes proposed.
  3. Understand the board of directors' recommendations and director nominations.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document for public companies regarding shareholder meetings and corporate governance. No prior filing data is available in this extract for comparison.

Filing Stats: 4,481 words · 18 min read · ~15 pages · Grade level 16 · Accepted 2024-04-05 08:25:40

Filing Documents

— Election of Directors

ITEM 1 — Election of Directors 13 Corporate Governance 13 Corporate Governance Strengths 13 Actions Taken in 2023 and 2024 to Strengthen Corporate Governance 14 Proxy Access 14 Committee Leadership and Membership Refreshment 14 Leadership Structure, and Separate Chairman and CEO; Independent Chair 14 Director Independence 15 Board Meetings and Director Attendance 19 Written Committee Charters 19 Director Attendance at Annual Meetings 19 Independent Executive Sessions 19 Communications with Directors 20 Mandatory Retirement 20 Compensation Governance 20 Criteria for Board Candidates, Including Board Diversity 21 Shareholder Recommendations for Board Candidates 21 Board Role in Risk Oversight 22 Board Evaluations 22 Succession Planning 23 Corporate Governance Documents 24 Directors' Compensation 26 Executive Officers of Verisk 27

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 29 Principal Shareholders 30

Executive Compensation

Executive Compensation 30 Compensation Discussion and Analysis 41 Talent Management and Compensation Committee Report 42 2023 Summary Compensation Table 44 2023 Grants of Plan-Based Awards 45 2023 Outstanding Equity Awards at Fiscal Year-End 46 2023 Option Exercises and Stock and PSUs Vested 46 2023 Pension Benefits 47 2023 Nonqualified Deferred Compensation 47 Potential Payments upon Termination or Change in Control 48 Equity Compensation Plan Information 49 CEO Pay Ratio 50 Pay Versus Performance 56 Certain Relationships and Related Transactions 57

— Approval of the Compensation of the Company's Named Executive Officers on an Advisory, Non-Binding Basis

ITEM 2 — Approval of the Compensation of the Company's Named Executive Officers on an Advisory, Non-Binding Basis 58

— Ratification of the Appointment of the Company's Independent Auditor

ITEM 3 — Ratification of the Appointment of the Company's Independent Auditor 59 Audit Committee Report 61

— Shareholder Proposal Requesting a Simple Majority Vote

ITEM 4 — Shareholder Proposal Requesting a Simple Majority Vote 62 Shareholder Proposals and Nominations 63 Additional Voting Information 64 Other Matters 65 Appendix A — Reconciliation of GAAP and Non-GAAP Financial Measures Table of Contents Proxy Statement We are making this Proxy Statement available in connection with the solicitation of proxies by our Board of Directors for the 2024 Annual Meeting of Shareholders (the "2024 Annual Meeting") and any adjournments or postponements thereof. We are sending the Notice of Internet Availability of Proxy Materials and the Proxy Statement on or about April 5, 2024. In this Proxy Statement, we refer to Verisk Analytics, Inc. as the "Company," "Verisk," "we," "our" or "us" and the Board of Directors as the "Board." Annual Meeting Information Date and Location We will hold the 2024 Annual Meeting on Wednesday, May 15, 2024 at 8:00 AM, ET, in a virtual format as a live audio webcast. The virtual meeting can be accessed at www.virtualshareholdermeeting.com/VRSK2024. You will not be able to attend the 2024 Annual Meeting in person. Admission, Voting and Submitting Questions Only record or beneficial owners of shares of Verisk's common stock ("Common Stock") as of the Record Date, as defined below, or their proxies, and eligible participants of the ESOP may attend the virtual 2024 Annual Meeting. You will be able to attend the 2024 Annual Meeting online, vote your shares online and submit questions online during the meeting by logging into the meeting website at www.virtualshareholdermeeting.com/VRSK2024, and entering the 16-digit control number found on your Notice, proxy card, or voting instruction form sent to you. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a

— Election of Directors

Item 1 — Election of Directors At the 2022 Annual Meeting the Company's shareholders approved and adopted an amendment to the Certificate of Incorporation to provide for the annual election of directors and to phase out the prior classified three-year staggered board structure. The Company's classified board structure will be fully eliminated starting with this 2024 Annual Meeting and each person elected as a director at this 2024 Annual Meeting will serve a one-year term ending at the next meeting of shareholders following the director's election, or until the director's earlier death, resignation or removal. The number of directors is fixed by our Board of Directors, subject to the terms of our Certificate of Incorporation. Our Board of Directors currently consists of eleven directors. The eleven nominees for election at the 2024 Annual Meeting are set forth below. Each nominee has indicated that he or she will serve if elected. We do not anticipate that any nominee will be unable or unwilling to stand for election, but if that happens, your proxy may be voted for another person nominated by the Board or the Board may reduce its size. Board Qualifications and Diversity We believe that each of the nominees listed below possesses key attributes that we seek in a director, including strong and effective decision-making, communication and leadership skills. We also believe that the Board members continuing after the 2024 Annual Meeting as a whole will possess the right diversity of backgrounds, experience, qualifications and skills to oversee and address the key issues facing the Company. The Board demographics below represent the 11 Board members continuing after the 2024 Annual Meeting assuming all 11 nominees are elected at the 2024 Annual Meeting. 4|Verisk 2024 Proxy Statement Table of Contents Item 1 As prescribed by the Nasdaq listing rules, the matrix below reflects the current composition of our Board of 11 directors as of April 5, 2024, wh

: Gender Identity

Part I: Gender Identity Directors 4 7 0 0

: Demographic Background

Part II: Demographic Background African American or Black 0 2 0 0 White 4 5 0 0 Verisk 2024 Proxy Statement|5 Table of Contents Item 1 Board Skills Matrix The following matrix displays the most significant skills and areas of focus or expertise that this Company looks to each Director nominee for. Additional information regarding the experience and key attributes of each individual Director nominee is provided on pages 7-12 of this Proxy Statement. Skills Accounting & Finance Experience with financial reporting and analysis in a large organization (e.g., as a CFO, senior accounting officer, controller, public accountant, and/or auditor, or through active oversight of such individuals). Experience overseeing the preparation, evaluation and/or auditing of financial statements. Strategy and Corporate Development Experience in investment and capital allocation decisions, strategy and corporate development to maximize returns for shareholders including M&A and developing and implementing growth strategies. Insurance Industry Experience in insurance company operations, understanding of market dynamics and trends, including innovation in underwriting, claims, risk finance, and distribution systems. Innovation, Data and Technology Expertise in innovation and technology, digital change management, data analytics, AI, and enterprise technology driven issues such as privacy, cybersecurity, and data management and security. Talent Management and Compensation Expertise in workforce management, including workforce planning, compensation management, leadership development, culture, promoting diversity, and change management. Global Perspective Leadership experience in global roles at complex organizations including oversight of international issues and operations in the geographic regions where we operate. Executive Leadership Experience as a public company CEO, senior executive, or leader of large complex organizations with

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