Welcome to the 2026 annual meeting of shareholders of Verisk Analytics, Inc. It is my pleasure to introduce Bruce Hansen, Independent Chair of Verisk Board of Directors.
Thank you for joining the Verisk 2026 annual meeting of shareholders, which has been called pursuant to the notice dated April 3rd, 2026. 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, Tom 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 first 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 23rd, 2026 are entitled to vote at this shareholders meeting. Kathlyn 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 a quorum. According to a certified list from Equiniti Trust Company, the company's stock transfer agent, there were 131,536,000 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. Second, we will officially open the polls for each of our four proposals this year. Because this is a meeting of shareholders, only shareholders as of the record date of March 23rd, 2026 are permitted to vote. 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. Third, we will close the polls, tally the votes, and report the preliminary 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 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 to not address questions that are inappropriate for this forum and to summarizing together questions that may be similar and answer them as one. Lou Larson, a representative of Broadridge, 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 duties of Inspector of Elections with strict impartiality and according to the best of his ability. Bruce, you may now officially open the polls.
Thank you, Tom. On the basis of that report, a quorum is in attendance, and the meeting is legally convened. The next order of business is the consideration of the proposal 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 first 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 Dailey, Bruce Hansen, Gregory Hendrick, Samuel Liss, Pradip Patiath, Christopher Perry, Sabra Purtill, Lee Shavel, Olumide Soroye, Kimberly Stevenson, and Therese Vaughan.
The board of directors recommends a vote for each of those nominees, and no other nominations have been received by the Secretary pursuant to the company's bylaws. The second 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 2025 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 executive officers. The vote required for the proposal of the say-on-pay resolution is a majority of the common shares present in person or represented by proxy. The board of directors recommends a vote for the approval of executive compensation for 2025 as disclosed in detail in the proxy states. The third proposal concerns the ratification of the appointment of the company's independent auditors. The vote required for ratification of the independent auditor, Deloitte, is as the company's independent auditors for 2026, is a majority of the common shares present in person or represented by proxy. The board of directors recommends a vote for the ratification of the appointment of Deloitte as independent auditors of the company for 2026.
The fourth and final proposal is a shareholder proposal submitted by John Chevedden, requesting that shareholders of the company have the right to act by written consent. Pursuant to our meeting rules, shareholder proponents will have three minutes to present their proposal. Operator, please unmute the line for Mr. Chevedden or his designee so they may present the shareholder proposal.
Mr. Chevedden, your line is open.
Hello, this is John Chevedden, Proposal 4, shareholder right to act by written consent. Shareholders request the board of directors take the necessary steps to prevent written consent by the shareholders entitled to cast a minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting without any unnecessary restriction based on length of stock ownership or the method by which shareholders hold their shares. This includes shareholder ability to initiate any appropriate topic for written consent. Verisk Analytics shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for Verisk shareholders to call for a special shareholder meeting.
According to state law, Verisk shareholders can have the right to act by written consent and the right to call for a special shareholder meeting. Both rights allow shareholders to take action between annual meetings. Shame on Verisk for suggesting that its shareholders limit themselves to one shareholder right when Verisk shareholders are entitled to two shareholder rights under state law. It is especially important for Verisk shareholders to have a right to act by written consent because Verisk shareholders do not have a viable right to call for a special shareholder meeting. Verisk requires the backing of 25% of all Verisk shares outstanding to call for a special shareholder meeting.
The reason that the 25% figure is too high is that shareholders at more than 100 companies have had an opportunity to vote on the special shareholder meeting topic, and there has never been even one example produced of a special shareholder meeting ever taking place at any company whatsoever that required 25% of shares to call for a special shareholder meeting. Companies like the 25% figure because they know the 25% figure is more like an insurance policy that a special shareholder meeting will never take place. It is important to adopt a shareholder right to act by written consent because the current Verisk right to call for a special shareholder meeting is unattainable. Please vote for this Proposal 4.
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. Tom, are the preliminary results ready?
Yes, Bruce. For proposal number 1, a majority of the votes cast by the holders of common shares have voted for each of Jeffrey Dailey, Bruce Hansen, Gregory Hendrick, Samuel Liss, Pradip Patiath, Christopher Perry, Sabra Purtill, Lee Shavel, Olumide Soroye, Kimberly Stevenson, and Therese Vaughan. 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 2025, as disclosed in our proxy, received the affirmative vote of more than a majority of the common shares represented at this meeting. Accordingly, the say-on-pay proposal has been approved.
The proposal to ratify the appointment of Deloitte as independent auditors of the company for 2026 received more than a majority of the common shares represented at this meeting, and accordingly, the appointment is ratified. The shareholder proposal requesting that shareholders of the company have the right to act by written consent received the affirmative vote of more than a majority of the common shares represented at this meeting. The final voting results on all of the proposals will be reported 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 now ask Tom to read aloud any shareholder questions that may have been submitted.
Thanks, Bruce. We have received two shareholder questions. The first question is: How is Verisk integrating generative AI into its underwriting models?
Thank you, Tom, and thank you for that question. I'll ask Lee Shavel, our CEO, to respond to that.
Thanks, Bruce. We appreciate the question. Verisk has for several years been working with generative AI and large language models in integrating the functionality of processing large data sets, both structured and unstructured data, to enhance our clients' ability to interrogate the data and the insights from our data sets and from our models. We have been able to successfully deploy this for our clients in a way that is also governed by a very strong AI policy to protect data and to protect privacy for our clients and the underlying data.
Most recently, we announced a partnership with Anthropic to provide a connector to our data sets via a Model Context Protocol or MCP, which will enable our clients that are utilizing Claude models to access data sets for both an underwriting application and a claims application. We continue to be excited about the ability for generative AI and other forms of AI to enhance the value of the unique proprietary data sets that we collect and manage on behalf of the industry.
Great. Thank you. Thank you, Lee. Tom, the second question, please.
Second question is: how is Verisk capitalizing on emerging climate disclosure regulations?
Tom, I will ask Lee again, our CEO to respond to that.
Emerging client regulations and a focus on client disclosures has been an element of the climate climate debate. We have a small business named Maplecroft, which analyzes both environmental risk, social and political risk that encompasses elements of risk for our clients to understand the exposures that they have on a geospatial and on an international basis, allowing them to manage their risk of both climate risk and climate regulatory risk, of which climate disclosure is included.
Great. Thank you, Lee. Tom, are there any further questions?
We did receive a third and final question. The question is: what is the plan going forward for share buybacks?
Again, I will ask Lee Shavel, our CEO, to respond to that.
Verisk has a disciplined capital allocation process that determines where we can best use our capital with a bias towards investing in internal projects that generate attractive returns. Also in returning capital to shareholders through both dividends and share repurchases. We've been active repurchasers of our stock, given the strong level of excess capital that we generate each year. Given the market environment, we do act opportunistically when we believe that there is a strong value opportunity. We will continue to evaluate market conditions and our valuation as an important element in the capital allocation decisions we make for share repurchases going forward.
Great. Thank you, Lee. Tom, any further questions?
Bruce, there are no further questions at this time.
Thank you. That ends our meeting. Thank you all for joining.
This concludes today's meeting. You may now disconnect.