01—Abstract
Summary
Summary of the 8-K filed May 27, 2025. Cited figures are marked; the original filing is the authoritative source.
On May 20, 2025, Verisk Analytics, Inc. amended its Restated Certificate of Incorporation following approval by shareholders at its 2025 Annual Meeting.
The Charter Amendments cover four changes: replacing the supermajority standard with a simple majority standard for amending the 10%a ownership cap on Insurer Groups in Article SIXTH; replacing the default Delaware supermajority standard for certain business combinations with interested shareholders with a simple majority standard limited to non-interested shareholders; limiting certain monetary liability of officers as permitted by the DGCL; and granting shareholders owning 25% or more of the voting power the right to request a special meeting of shareholders. The Board also approved conforming and routine updates to the Amended and Restated Bylaws, including changes tied to the special meeting amendment. At the same meeting, shareholders elected all eleven board nominees to one-year terms, approved the advisory say-on-pay proposal, and ratified Deloitte & Touche LLP as independent auditors for the year ending December 31, 2025.
All four Charter Amendments were approved. Shareholders rejected a separate shareholder proposal that would have allowed holders of 10%b or more of the outstanding Common Stock to request a special meeting, with 66,360,673 votes against and 51,286,475 votes for.
The filing's exhibits are the Restated Certificate of Incorporation effective May 20, 2025 (Exhibit 3.1), the Amended and Restated Bylaws effective May 20, 2025 (Exhibit 3.2), and the cover page interactive data file. Together, the charter changes modify governance rights and anti-takeover provisions, while the vote results show strong support for management's nominees and governance proposals.
02—Key points
Key Highlights
- Shareholders approved all four Charter Amendments: the Insurer Group Supermajority Amendment, Business Combination Amendment, Exculpation Amendment, and Special Meeting Amendment.
- The Special Meeting Amendment lets shareholders owning 25% or more of the voting power request that the Board call a special meeting.
- The Business Combination Amendment replaces the default DGCL supermajority standard with a simple majority standard limited to non-interested shareholders.
- The Exculpation Amendment limits certain monetary liability of officers as permitted by the DGCL.
- All eleven board nominees were elected to one-year terms; Samuel G. Liss received the most against votes at 12,577,290.
- Shareholders rejected a shareholder proposal to allow holders of 10% or more of the stock to call a special meeting, with 66,360,673 votes against versus 51,286,475 for.
- Deloitte & Touche LLP was ratified as independent auditors for the year ending December 31, 2025, with 112,562,877 votes for and 13,718,337 against.
03—Questions
Frequently Asked Questions
What changed in Verisk's governing documents?
The Restated Certificate of Incorporation was amended effective May 20, 2025, covering the Insurer Group ownership cap voting standard, business combination approval standards, officer exculpation, and a shareholder right to request special meetings at a 25% voting power threshold. The Amended and Restated Bylaws were also updated, including conforming changes tied to the special meeting amendment.
Why does the special meeting threshold matter for shareholders?
The Special Meeting Amendment grants shareholders owning 25% or more of the voting power the ability to request that the Board call a special meeting. This gives a sizable block of shareholders a path to bring matters to a shareholder vote between annual meetings.
Did shareholders approve the executive compensation and auditor ratification?
Yes. Shareholders approved the say-on-pay proposal on an advisory, non-binding basis with 112,952,436 votes for and 4,675,605 against, and ratified Deloitte & Touche LLP as auditors for 2025 with 112,562,877 votes for and 13,718,337 against.
Why did the shareholder proposal on special meetings fail?
The shareholder proposal would have let holders of 10% or more of the outstanding Common Stock request a special meeting. It was rejected, with 66,360,673 votes against, 51,286,475 for, and 2,796,050 abstaining.
Where can investors find the full text of the changes?
The full text is in Exhibit 3.1, the Restated Certificate of Incorporation effective May 20, 2025, and Exhibit 3.2, the Amended and Restated Bylaws effective May 20, 2025, both filed with this Form 8-K.
04—Continue