01—Abstract
Summary
Summary of the 8-K filed May 17, 2024. Cited figures are marked; the original filing is the authoritative source.
Verisk Analytics, Inc. filed this Form 8-K to report the results of its 2024 Annual Meeting of Shareholders, held on May 15, 2024.
Shareholders voted on four proposals: the election of eleven Board members to one-year terms, an advisory say-on-pay vote on named executive officer compensation, ratification of Deloitte & Touche LLP as independent auditor for the year ending December 31, 2024, and a shareholder proposal requesting a simple majority vote. All eleven nominees were elected. Each received more For votes than Against votes, though the margins varied widely: Jeffrey Dailey received 107,329,476 For and 15,696,380 Against, while Gregory Hendrick received 122,803,039 For and 243,138 Against.
The say-on-pay proposal passed with 115,673,518 For and 7,311,169 Against, and the Deloitte ratification passed with 116,038,573 For and 13,781,318 Against. Shareholders also approved, on an advisory non-binding basis, the proposal requesting a simple majority vote, with 74,872,983 For, 46,673,949 Against, and 1,565,025 Abstaining. Broker non-votes were 6,762,748 for the director elections and related items.
For investors, the filing shows broad support for the Board slate, executive pay, and the auditor. The simple majority vote proposal received the most For votes of any shareholder item in the filing, but it was less one-sided than the other items, and its result is advisory and non-binding. The filing's only listed exhibit is the Cover Page Interactive Data File (Exhibit 104), which is embedded within the Inline XBRL document.
02—Key points
Key Highlights
- Annual Meeting held May 15, 2024, with eleven Board nominees elected to one-year terms.
- Say-on-pay advisory vote passed with 115,673,518 For and 7,311,169 Against, with 127,271 Abstaining.
- Deloitte & Touche LLP ratified as independent auditors for the year ending December 31, 2024, with 116,038,573 For and 13,781,318 Against.
- Shareholder proposal requesting a simple majority vote approved on an advisory, non-binding basis, with 74,872,983 For and 46,673,949 Against.
- Jeffrey Dailey had the lowest For vote count among nominees at 107,329,476, with 15,696,380 Against.
- Broker non-votes of 6,762,748 were recorded for the director elections, with 6,762,749 recorded for the simple majority proposal.
- The filing's only listed exhibit is the Cover Page Interactive Data File (Exhibit 104).
03—Questions
Frequently Asked Questions
When and where was the 2024 Annual Meeting of Shareholders held?
The 2024 Annual Meeting of Shareholders of Verisk Analytics, Inc. was held on May 15, 2024, according to the filing.
Were all Board nominees elected?
Yes. Shareholders elected each of the eleven nominees to the Board of Directors to serve one-year terms. Vincent K. Brooks, Jeffrey Dailey, Bruce Hansen, Gregory Hendrick, Kathleen A. Hogenson, Wendy Lane, Samuel G. Liss, Lee M. Shavel, Olumide Soroye, Kimberly S. Stevenson, and Therese M. Vaughan were all elected.
How did shareholders vote on executive compensation?
Shareholders approved the compensation of the named executive officers on an advisory, non-binding basis, with 115,673,518 votes For, 7,311,169 Against, and 127,271 Abstaining.
Was the independent auditor appointment approved?
Yes. Shareholders ratified the appointment of Deloitte & Touche LLP as independent auditors for the year ending December 31, 2024, with 116,038,573 votes For, 13,781,318 Against, and 54,815 Abstaining.
What was the outcome of the shareholder proposal on a simple majority vote?
Shareholders approved the proposal requesting a simple majority vote on an advisory, non-binding basis, with 74,872,983 votes For, 46,673,949 Against, and 1,565,025 Abstaining. Because the vote is advisory and non-binding, the filing describes it as such.
04—Continue