DEF 14A: Verisk Analytics Sets Date for 2024 Annual Meeting, Outlines Key Proposals

Verisk Analytics announces its 2024 Annual Meeting of Shareholders to be held virtually on May 15, 2024, featuring proposals for director elections, executive compensation approval, auditor ratification, and a shareholder proposal on simple majority voting.

Summary

• Verisk Analytics will hold its 2024 Annual Meeting of Shareholders virtually on May 15, 2024.
• Shareholders will vote on electing eleven directors, approving executive compensation, ratifying the appointment of Deloitte & Touche LLP as independent auditor, and a shareholder proposal requesting a simple majority vote.
• The Board recommends voting FOR the election of directors, approval of executive compensation, and ratification of the auditor appointment.
• The Board makes no recommendation on the shareholder proposal regarding simple majority vote.
• The Notice of Internet Availability of Proxy Materials is being sent to shareholders beginning on or about April 5, 2024.
• The record date for determining shareholders eligible to vote is March 18, 2024.
• In 2023, Verisk's revenue from continuing operations was $2,681.4 million, an increase of 7.4% compared to 2022, and adjusted EBITDA was $1,433.5 million, an increase of 11.6% compared to 2022.
• The company's 1-year TSR was 36.2%, 3-year annualized TSR was 5.3%, and 5-year annualized TSR was 18.0%.

Sentiment

Score: 8

Explanation: The document conveys a positive sentiment due to the company's strong financial performance, strategic focus, and commitment to ESG principles. The board's recommendations and shareholder engagement efforts further contribute to the positive outlook.

Positives

• Verisk achieved strong financial performance in 2023, with increased revenue and adjusted EBITDA.
• The company's stock price performed strongly, delivering significant total shareholder return.
• Verisk has enhanced its risk oversight processes and formed a new Risk Committee.
• The company is committed to supporting its colleagues with a positive work environment and development opportunities, recognized by Great Place to Work designations in multiple countries.
• Verisk published its first-ever report in accordance with the framework recommended by the Task Force on Climate-Related Financial Disclosures (TCFD).
• In 2023, Verisk ranked fourth on Investors Business Daily's 100 Best ESG Companies list.

Future Outlook

In 2024, Verisk will continue to deliver on its mission to be a leading data, analytics and technology provider serving the insurance ecosystem.

Management Comments

• Verisk has deepened its engagement with industry leaders, driving innovation and new solutions that deliver value to our clients and to you, our shareholders, with client confidence and choice reinforcing Verisk's position as a pivotal player in the complex and evolving insurance ecosystem.

Industry Context

Verisk's renewed focus on the insurance industry comes at a time when the sector is navigating substantial challenges and emerging risks, positioning the company as a key player in providing data, analytics, and technology solutions.

Comparison to Industry Standards

• The document mentions a benchmarking peer group used to inform pay decisions for NEOs, including companies like Black Knight, Gartner, MSCI, Global Payments, and S&P Global.
• At the time the peer group was approved in 2023, the median revenue and market capitalization of our peer group was $4,395 million and $26,743 million, respectively, versus the Company's revenue and market capitalization of $2,658 million and $29,031 million, respectively.

Corporate Governance

Related Party Transactions

• In 2023, Verisk received fees from Farmers Group, Inc. in the amount of $10,865,569 for its services.
• Jeffrey Dailey, one of Verisk's directors, was CEO of Farmers Group, Inc. until his retirement at the end of 2022 and he continued to serve as its Chairman of the Board until June 30, 2023.

Stakeholder Impact

• Shareholders are encouraged to participate in the voting process to ensure their voices are heard.
• Employees are supported with a positive work environment, development opportunities, and competitive compensation.
• Clients benefit from Verisk's deepened engagement with industry leaders and innovative solutions.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the Proxy Statement.
• The Board will evaluate the voting results and shareholder input to determine the appropriate course of action.

Key Dates

Keywords

Annual Meeting, Shareholders, Proxy Statement, Board of Directors, Executive Compensation, Deloitte & Touche, Risk Management, Corporate Governance, ESG, Verisk