Verisk Analytics, Inc. (VRSK) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting of Shareholders of Verisk Analytics, Inc. It is my pleasure to introduce Scott Stephenson, Chairman of the Board of Directors, President and CEO of Verisk.

Thank you for joining Verisk's 2020 Annual Meeting of Shareholders held pursuant to the notice dated April 3, 2020. May the meeting please come to order? As you can see, we have shifted to a virtual-only meeting format as a precautionary measure for the health and wellbeing of our shareholders, our employees and our community. Since this is the first time we are holding our annual meeting virtually, let me spend a moment laying out how our meeting will work and outline the agenda. First, Ken Thompson, our Executive Vice President, General Counsel and Corporate Secretary, will dispense with some preliminary administrative matters. Second, we will open the polls for each of our 3 proposals this year: the election of 3 directors for a 3-year term; the approval by a nonbinding vote of executive compensation; and the ratification of Deloitte & Touche LLP as the company's independent auditors for 2020. Because this is a meeting of shareholders, only shareholders as of the record date of March 23, 2020, are permitted to vote at this meeting. If you've already voted your shares, your vote has been received by the company's inspector of elections, and there is no need to vote again 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 web page. Third, we will close the polls, 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 web page. 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 to not address questions that are inappropriate for this forum and to summarize and group together questions that may be similar and answer them as one. Ken Thompson will act as secretary for this meeting. Lou Larsen, 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. I will now invite Ken to address the corporate secretarial matters for this meeting.

Thank you, Mr. Chairman. 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 stock at the close of business on March 23, 2020, are entitled to vote at this shareholders' meeting. Scott Stephenson and I were appointed proxy holders pursuant to the proxy statement and returned proxy cards and have filed such proxies with the inspector of election right before this meeting so that we may determine the number of shares of common stock present for the purposes of a quorum. According to a certified list from Equiniti Trust Company, the company's transfer agent, there were 162,451,848 shares of common stock outstanding and eligible to vote on the record date of this meeting. I have determined that more than a majority of the common stock outstanding and eligible to vote are represented at this meeting in person or by proxy, and thus, a quorum is present. For purposes of complying with Delaware corporate law, an alphabetical list of shareholders at the close of business on March 23, 2020, is available for inspection by any shareholder on the meeting web page. Mr. Chairman, you may now open the polls.

Thank you, Ken. On the basis of your 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 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 3 directors to a 3-year term continuing until 2023. The vote required for the election of each director is a majority of the votes cast by shareholders for each director. The nominees for terms continuing until 2023 are Christopher Foskett, David Wright and Annell Bay. The Board of Directors recommends a vote for each of the nominees, and no other nominations have been received by the secretary pursuant to the company's bylaws. The second proposal concerns the approval by a nonbinding 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, nonbinding vote on the compensation paid in 2019 to our named executive officers, which are our CEO, CFO and the next 3 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 Compensation Committee will take into account the outcome of this proposal when considering future compensation decisions for our named executive officers. I will now read aloud the specific say-on-pay resolution that is set forth in our proxy statement for shareholder approval, "That the compensation paid to the company's named executive officers as disclosed in the company's proxy statement for the 2020 Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables and narrative disclosure be approved." The vote required for the approval of the say-on-pay resolution is the 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 2019 as disclosed in detail in our proxy statement. The third proposal concerns the ratification of the appointment of the company's independent auditors. The vote required for the ratification of the appointment of Deloitte & Touche as the company's independent auditors for 2020 is the 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 & Touche as independent auditors of the company for the year 2020. I will pause here to allow shareholders to finish casting their votes before we close the polls. Please ensure your votes are submitted now. The line will be silent for a couple of moments. [Voting]

I now declare that the polls with respect to each of the proposals set forth today are closed. Mr. Secretary, are the preliminary voting results ready?

Yes, Mr. Chairman, a majority of the votes cast by the holders of common stock have voted for each of Christopher Foskett, David Wright and Annell Bay for terms continuing until 2023. Accordingly, each of Mr. Foskett, Mr. Wright and Ms. Bay has been elected as a director. The proposal to approve by nonbinding vote the compensation of our named executive officers for 2019 as disclosed in our proxy statement received the affirmative vote of more than a majority of the common 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 the year 2020 received more than a majority of the common shares represented at this meeting, and accordingly, the appointment is ratified. The final voting results will be reported on a Form 10 -- Form 8-K to be filed with the SEC after this meeting.

Thanks, Ken. Having conducted all of the business that has properly come before this meeting, I declare the annual meeting adjourned. And now we will turn to the Q&A session. So operator, would you please open the line to allow Tom Wong, our Assistant Corporate Secretary, to read aloud any shareholder questions that have been submitted.

Scott, there doesn't appear to be any shareholder questions in the queue. So back to you, if you would like to conclude the meeting.

Okay. Why don't we pause just one more moment just in case anybody is typing in their question right now. Tom, have we received any questions?

Still no questions.

All right. That being the case, our session is at an end. Thank you all very much for joining.

This concludes today's meeting. You may now disconnect.