Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2017

 

 

VERISK ANALYTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-34480   26-2994223
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

 

(IRS Employer

Identification No.)

545 Washington Boulevard, Jersey City, NJ   07310
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (201) 469-2000

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


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 2017 Annual Meeting of Stockholders held on May 17, 2017:

 

  1. The election of four members of the Board of Directors;

 

  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 “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, 2017.

The results of such votes were as follows:

1. The Company’s stockholders elected each of the four nominees to the Board of Directors for a three-year term by the following votes:

 

Name of Nominee

 

Number of Votes
For

 

Number of Votes
Against

 

Number of Votes
Abstaining

 

Number of Broker

Non-Votes

Frank J. Coyne

  137,722,858   9,634,847   39,288   5,275,356

Christopher M. Foskett

  140,251,491   6,953,137   192,365   5,275,356

David B. Wright

  140,655,494   6,549,171   192,328   5,275,356

Annell R. Bay

  142,177,263   4,976,387   243,343   5,275,356

2. The Company’s stockholders 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
Against

 

Number of Votes
Abstaining

 

Number of Broker
Non-Votes

102,224,708

  45,024,072   148,213   5,275,356

3. The Company’s stockholders recommended the one-year frequency option with respect to say-on-pay frequency on an advisory, non-binding basis by the following votes:

 

Number of Votes

For One Year

 

Number of Votes

For Two Years

 

Number of Votes

For Three Years

 

Number of Votes

Abstaining

 

Number of Broker

Non-Votes

138,036,328

  89,843   9,141,229   129,593   5,275,356

4. The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the year ending December 31, 2017 by the following votes:

 

Number of Votes

For

 

Number of Votes
Against

 

Number of Votes
Abstaining

151,506,744

  1,027,273   138,332

 


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 17, 2017

  By:  

/s/ Kenneth E. Thompson

    Name:   Kenneth E. Thompson
    Title:   Executive Vice President, General Counsel and Corporate Secretary