Welcome to the 2025 Annual Meeting of Shareholders of Verisk Analytics. It is my pleasure to introduce Bruce Hansen, Independent Chair of Verisk Board of Directors.
Thank you for joining the Verisk 2025 Annual Meeting of Shareholders, which has been called pursuant to the notice dated April 4th, 2025. May the meeting please come to order. We are holding a virtual-only meeting as provided for under Delaware General Corporation Law. I will now ask our Corporate Secretary, Thomas Wong, to spend a moment laying out how our meeting will work, outline the agenda, and dispense with some preliminary administrative matters.
Thank you, Bruce. The 1st order of business is to determine the presence of a quorum pursuant to action taken by the Board of Directors. The holders of record of common shares at the close of business on March 24th, 2025, are entitled to vote at this shareholders' meeting. Kathy Card Beckles, our Chief Legal Officer, and I were appointed proxy holders pursuant to the proxy statement and the proxy cards submitted by shareholders. The proxies have been filed with the Inspector of Elections right before this meeting so that we may determine the number of common shares present for the purpose of the quorum. According to a certified list from the Equiniti Trust Company, the company's stock transfer agent, there were 139,944,616 common shares outstanding and eligible to vote on the record date of this meeting.
I have determined that more than a majority of the common shares outstanding and eligible to vote are represented at this meeting in person or by proxy, and thus a quorum is present. 2nd, we will officially open the polls for each of our eight proposals this year. Because this is a meeting of shareholders, only shareholders as of the record date are permitted to vote at this meeting. If you have already submitted a proxy, there is no need to vote at this meeting unless you wish to revoke or change your vote. For those shareholders who wish to vote at this meeting, you may do so online by following the instructions on the meeting website. 3rd, we will close the polls on the proposals, tally the votes, and report the preliminary voting results. Finally, we will open a Q&A session.
Shareholders who wish to ask a question may do so during this meeting by submitting your question in writing in the field indicated on the meeting website. A representative of Deloitte & Touche is also present in the event you have a question for them. We always welcome and appreciate questions from our shareholders. However, we reserve the right not to address questions that are inappropriate for this forum and to summarize and group together questions that may be similar and answer them as one. Lou Larson, a representative of Robert Rich, the company's proxy tabulator, will act as the Inspector of Elections and has sworn to the Inspector Oath, under which he will faithfully execute the duty of Inspector of Elections with strict impartiality and according to the best of his abilities. Bruce, you may now officially open the polls.
Thank you, Thomas. On the basis of that report, a quorum is in attendance, and the meeting is now legally convened. The next order of business is the consideration of the proposals set forth in the company's proxy statement. I will now officially open the polls for each of the proposals. For any shareholders who intend to vote at this meeting, now is the time to submit your vote by following the instructions on the meeting website. The 1st proposal concerns the election of 11 directors to our board, each to serve one-year terms. The vote required for the election of each director is a majority of the votes cast by shareholders for each director. The director nominees are Jeffrey Daley, Bruce Hansen, Gregory Hendrick, Kathleen Hoganson, Samuel Liss, Christopher Perry, Saber Purtell, Lee Shavel, Alumide Soare, Kimberly Stevenson, and Teresa Vaughn.
The Board of Directors recommends a vote for each of the nominees, and no other nominees have been received by the Secretary pursuant to the company's bylaws. The 2rd proposal concerns the approval by non-binding vote of executive compensation. Pursuant to the Dodd-Frank Act and related SEC regulations, we are providing shareholders with the opportunity to cast an advisory non-binding vote on the compensation paid in 2024 to our named executive officers, which are our CEO, CFO, and the next three highest compensated executive officers. This advisory vote is commonly referred to as say-on-pay. Because this say-on-pay vote is advisory, it will not be binding on our Board of Directors and will not overrule any decision by our board or require that the board take any specific action.
However, the board and the Talent Management and Compensation Committee will take into account the outcome of this proposal when considering future compensation decisions for our named executives. The 3rd proposal concerns the ratification of the appointment of Deloitte & Touche as the company's independent auditors for 2025. The fourth proposal is to eliminate supermajority voting standards or limitations on beneficial ownership of the company. The fifth proposal is to eliminate supermajority voting standards for certain business combinations. The sixth proposal is to limit certain liability of officers as permitted by Delaware law. The seventh proposal is to enable shareholders owning 25% of the company's common stock to call special meetings of shareholders.
The Board of Directors recommends a vote for each of these proposals, numbers two through seven, with the vote required for approval for each being a majority of the common shares present in person or represented by proxy. The eighth and final proposal is a shareholder proposal submitted by John Shevden, requesting that shareholders owning 10% of the company's common stock have the right to call special meetings of shareholders. Pursuant to our meeting rules of conduct, shareholder proponents will have three minutes to present their proposal. Operator, please unmute the line for Mr. Shevden or his designee so they may present the shareholder proposal.
Hello?
Hello?
Can you hear me?
Hello.
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Hello. We can hear you. Please proceed.
Thank you. Proposal eight, shareholder ability to call for a special shareholder meeting sponsored by John Shevden. Shareholders ask the Board of Directors to take the necessary steps to amend the governing documents to give the owners of a combined 10% of the outstanding common stock the power to call a special shareholder meeting. This proposal is already successful because without this proposal, there would not be the Board of Directors' special meeting proposal seven on the ballot today. This proposal triggered the Board of Directors to put their own proposal on the ballot on the same topic as this proposal. This proposal calls for 10% shares to call for a special shareholders' meeting, and proposal seven calls for a higher % of shares, which may be unachievable. There is no concern that a 10% figure to call for a special meeting is too easy.
It is almost unheard of for any special shareholder meeting called for by shareholders to ever occur at any company, even though a significant number of companies have the 10% figure. The reason to have this right is that with this right in place, companies are more likely to engage productively with their shareholders because shareholders have an alternative ability to call for a special shareholders' meeting. With the widespread use of online shareholder meetings, it is much easier for a company to conduct a special shareholder meeting for important business issues, and Verisk Analytics' bylaws thus need to be updated accordingly. Please vote yes, shareholder ability to call for a special shareholder meeting, Proposal 8. Thank you.
Thank you. I will now pause here to allow shareholders to finish casting their votes on the proposals. Please ensure your votes are submitted now. I now declare that the polls with respect to such proposals are closed. Thomas, are the preliminary voting results ready?
Yes, Bruce.
A majority of the votes cast by the holders of common shares have voted for each of Jeffrey Daley, Bruce Hansen, Gregory Hendrick, Kathleen Hoganson, Samuel Liss, Christopher Perry, Saber Purtell, Lee Shavel, Alumide Soare, Kimberly Stevenson, and Teresa Vaughn. Accordingly, they have each been elected as a director serving a one-year term ending at the next annual meeting. The proposal to approve by non-binding vote the compensation of our named executive officers for 2024, as disclosed in our proxy statement, received the affirmative vote of more than a majority of the shares represented at this meeting, and accordingly, the say-on-pay proposal has been approved. The proposal to ratify the appointment of Deloitte & Touche as independent auditors of the company for 2025 received more than a majority of the common shares represented at this meeting, and accordingly, the appointment is ratified.
The proposal to eliminate supermajority voting standards or limitations on beneficial ownership of the company received the affirmative vote of more than a majority of the common shares represented at this meeting, and accordingly, the proposal has been approved. The proposal to eliminate supermajority voting standards for certain business combinations received the affirmative vote of more than a majority of the common shares represented at this meeting, and accordingly, the proposal has been approved. The proposal to limit certain liability of officers as permitted by Delaware law received the affirmative vote of more than a majority of the common shares represented at this meeting, and accordingly, the proposal has been approved.
The proposal to enable shareholders owning 25% of the company's common stock to call special meetings of shareholders received the affirmative vote of more than a majority of the common shares represented at this meeting, and accordingly, the proposal has been approved. Finally, the shareholder proposal requesting that shareholders owning 10% of the company's common stock have the right to call special meetings of shareholders received less than a majority of the common shares represented at this meeting. The final voting results on all of the proposals will be recorded on a Form 8-K to be filed with the SEC after this meeting.
Having conducted all the business that has properly come before this meeting, I declare the annual meeting adjourned. We will now turn to the Q&A session. I will ask Thomas to read aloud any shareholder questions that may have been submitted.
Thank you, Bruce. The first question comes from Glenn Beatty, and the question is, what are a few things that Verisk has learned from gathering data on the January 2025 fires in Southern California that is of benefit to its insurance customers?
Glenn, thanks. This is Lee Shavel. Thank you very much for the question, and I appreciate it because it really goes to a fundamental mission of Verisk to support the industry, but also to make certain that they provide that critical protection to policyholders. To answer your question directly, we had a team of engineers and scientists survey the damage after the LA wildfires, and they found in the Palisades that approximately 80% of the buildings constructed with non-combustible material survived, while 80% of structures with combustible material were destroyed. I would also point out that we learned that there was a high level of fire propagation as a function of fencing that were around those residential homes. That is a consideration in terms of the risk of those residences. Community-level mitigation is also essential.
We work with the National Fire Protection Association's Firewise USA program, which tracks communities engaging in wildfire mitigation efforts, and we analyze the data so insurers can use it to assess mitigation efforts and refine underwriting and risk assessments. While severe weather continues to be a challenge, there are ways the industry and communities can prepare for and mitigate its impact.
Thank you, Lee.
The second shareholder question comes from Ed Dierken, and the question is, the calculation of the CEO compensation actually paid total in the pay versus performance table for the past several years can dramatically differ from the CEO total compensation amount in the summary compensation table. How does the compensation committee use the compensation actually paid total figures in its calculation of the CEO total compensation award for the upcoming year?
Thank you for the question. The new SEC pay-for-performance disclosure rules require that compensation actually paid data disclosure became effective in December 2022, and all companies have now had a few years of data which they can now reflect on.
To your question, you are correct in noting that the compensation actually paid in the pay-for-performance table can differ from amounts disclosed in the summary compensation table, and that is primarily due to fluctuations in the value of the underlying equity awards outstanding, including equity that is neither granted nor paid in the applicable calendar year. As a board, when setting pay-performance-based compensation, we instead are focused on ensuring we provide competitive total compensation programs based on a detailed review of several different performance parameters, including shareholder alignment, peer practices, and market data for similar-sized companies.
Thank you. There are no further questions at this time.
Thank you, and that ends our meeting. Thank you all for joining.
Thank you all for joining us today. The meeting is now closed.