UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The following proposals were submitted to the holders of Common Stock of Verisk Analytics, Inc. (the “Company”) for a vote at the 2023 Annual Meeting of Shareholders held on May 17, 2023:
| 1. | The election of six members of the Board of Directors each to serve one-year terms; |
| 2. | The advisory, non-binding resolution to approve the compensation of the Company’s named executive officers (“say-on-pay”); |
| 3. | The advisory, non-binding resolution as to whether future “say-on-pay” votes should be held every one, two or three years (“say-on-pay frequency”); and |
| 4. | The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the year ending December 31, 2023. |
The results of such votes were as follows:
1. The Company’s shareholders elected each of the six nominees to the Board of Directors to serve one-year terms by the following votes:
| Name of Nominee |
Number of Votes For |
Number of Votes Against |
Number of Votes Abstaining |
Number of Broker Non-Votes | ||||
| Vincent K. Brooks |
122,292,820 | 3,384,572 | 218,179 | 6,051,779 | ||||
| Jeffrey Dailey |
118,013,322 | 7,664,330 | 217,919 | 6,051,779 | ||||
| Wendy Lane |
123,576,457 | 2,112,285 | 206,829 | 6,051,779 | ||||
| Lee M. Shavel |
124,544,966 | 1,135,324 | 215,281 | 6,051,779 | ||||
| Kimberly S. Stevenson |
123,622,287 | 2,065,255 | 208,029 | 6,051,779 | ||||
| Olumide Soroye |
124,713,989 | 953,966 | 227,616 | 6,051,779 |
2. The Company’s shareholders approved the compensation of the Company’s named executive officers on an advisory, non-binding basis by the following votes:
| Number of Votes For |
Number of Votes |
Number of Votes |
Number of Broker | |||
| 111,858,290 | 10,276,470 | 3,760,811 | 6,051,779 |
3. The Company’s shareholders recommended the frequency of future “say-on-pay” votes on an advisory, non-binding basis by the following votes:
| 1 year |
2 Years |
3 years |
Number of Votes |
Number of Broker | ||||
| 120,622,184 | 27,673 | 1,532,567 | 3,713,147 | 6,051,779 |
On May 17, 2023, the Board of Directors of the Company determined that it would hold future “say-on-pay” advisory votes on an annual basis until the next required “say-on-pay” frequency vote.
4. The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the year ending December 31, 2023 by the following votes:
| Number of Votes For |
Number of Votes |
Number of Votes | ||
| 124,924,642 | 6,810,788 | 211,920 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VERISK ANALYTICS, INC. | ||||||
| Date: May 23, 2023 | By: | /s/ Kathy Card Beckles | ||||
| Name: | Kathy Card Beckles | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||