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

Welcome to the 2021 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 2021 Annual Meeting of Shareholders called pursuant to the notice dated April 2, 2021. May the meeting please come to order? As you are aware, we are again holding a virtual-only meeting as a precautionary measure for the health and well-being of our shareholders, our employees and our community. Let me spend a moment laying out how our meeting will work and outline the agenda. First, Kathy Card Beckles, 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 4 proposals this year, which are: the election of 4 directors for a 3-year term, the approval by nonbinding vote of executive compensation, the approval of the 2021 Verisk equity incentive plan and the ratification of Deloitte & Touche LLP as the company's independent auditors for 2021. Because this is a meeting of shareholders, only shareholders as of the record date of March 22, 2021, are permitted to vote at this meeting. If you have 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. [Operator Instructions] 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 do 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. Kathy Card Beckles 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 the inspector oath, under which he will faithfully execute the director -- the duties of inspector of elections with strict impartiality and according to the best of his ability. Let me now invite Kathy to address the corporate secretarial matters for this meeting.

Thank you, Scott. 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 22, 2021, are entitled to vote at this Shareholders' Meeting. Scott Stephenson and Tom Long, our Deputy Corporate Secretary, were appointed proxy holders pursuant to the proxy statement and the returned proxy cards and have filed such proxies with the inspector of elections 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 the certified list from Equiniti Trust Company, the company's stock transfer agent, there were 162,357,952 shares of common stock outstanding and eligible to vote on the record date of this meeting. I have determined that more majority -- 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 the purposes of compliance with Delaware Corporate Law, an alphabetical list of shareholders at the close of business on March 22, 2021, is available for inspection by any shareholders on the meeting web page. Scott, you may now open the polls.

Thank you, Kathy. 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 4 directors to a 3-year term continuing until the year 2024. 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 2024 are Sam Liss, Bruce Hansen, Therese Vaughan and Kathleen Hogenson. 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 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 2020 to our named executive officers, which are our CEO, CFO and the next 3 most highly 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, which is as follows: that the compensation paid to the company's named executive officers as disclosed in the company's proxy statement for the 2021 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 this 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 2020 as disclosed in detail in our proxy statement. The third proposal concerns the approval of the 2021 Verisk Analytics equity incentive plan. The vote required for the approval of the 2021 executive incentive plan 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 the 2021 equity incentive plan as disclosed in detail in our proxy statement. The fourth 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 the year 2021 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 & Touche as independent auditors for the company for the year 2021. Let's pause here to allow shareholders to finish casting their votes before we close the polls. Please ensure your votes are submitted now. [Voting]

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

Yes, Scott. A majority of the votes cast by the holders of common stock have voted for each of Sam Liss, Bruce Hansen, Therese Vaughan and Kathleen Hogenson for terms continuing until 2024. Accordingly, each of Mr. Liss, Mr. Hansen and Ms. Vaughan and Ms. Hogenson has been elected as director. The proposal to approve by nonbinding vote the compensation for our named executive officers for 2020 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 approve the 2021 Verisk Analytics equity incentive plan received the affirmative vote of more than a majority of the common shares represented at this meeting. And accordingly, the plan has been approved. The proposal to ratify the appointment of Deloitte & Touche as the independent auditors of the company for the year 2021 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 8-K to be filed with the SEC after this meeting.

Thank you, Kathy. Having conducted all the business that has properly come before this meeting, I declare that the annual meeting is now adjourned. So we'll now turn to the Q&A session. Operator, would you please open the line to allow Tom Wong, our Deputy Corporate Secretary, to read aloud any shareholder questions that have been submitted? Tom, do we have any questions?

We do, Scott. So the first question is from Michael Pierce, a representative of Carpenters Fund who holds 241,600 shares. And the question is, we believe that the company's executive compensation plan should drive the successful execution of the Board's long-term strategic business plan. Today's public company executive compensation plans are largely formulaic peer-related plans, with simplistic annual say-on-pay voting reinforcing plan homogeneity. Would you or the Chair of the Compensation Committee speak to whether Verisk might be better served by an executive compensation plan tailored specifically to the company's particular circumstances and its unique long-term strategic business plans?

Yes. Thank you very much for the question. There's actually a great deal of conversation that happens in the course of any particular year as it relates to the goals for that year and the compensation outcomes are triggered by our performance against the goals, which are set up by the Compensation Committee. So to take myself as a particular example, at the beginning of this year the Compensation Committee outlined a variety of deliverables for me in the year 2021. And our expectation is that those will directly impact the nature and level of compensation that I, for example, will receive at the end of the performance year 2021. So yes, there are some standard elements inside of the compensation plan we have, but there are very, very specific goals related to the achievement or the lack of achievement of what the compensation plan provides for.

Great. Thank you, Scott. So we have a second question from Michael Pierce of the Carpenters Fund. And the question is, Mr. Chairman, the topic of stakeholder capitalism, as an alternative to shareholder capitalism, has received considerable attention recently. As long-term pension fund investors, the Carpenters Fund appreciates the sentiments embodied in the stakeholder capitalism perspective, but feel that execution could be complicated. Could you discuss the Board's perspective on the concept of stakeholder capitalism and what principles the Board would use to balance the interest of varied stakeholders as it develops and implements the company's long-term business strategy?

Yes. Thank you. Thank you, Michael, for the question. So a couple comments here. First is, all of our directors are very aware of their responsibility to the people who own this company, and that is our shareholders. So there's utter clarity about who it is that constitutes this Board and to whom the directors of this company are responsible. But beyond that -- so you might be interested to know that when the Business Roundtable came out with its statement about the purpose of the corporation, which came out in 2019, I was one of the 180-ish CEOs who signed that statement. And I did so enthusiastically because that statement, which does go to the notion of stakeholders and balancing the interest of all of them, my own view, and I believe all of the directors of this company share this view, there is no conflict in meeting the needs of investors, our employees, our customers and the communities in which we live as long as we take a long-term and sustainable view of what the company is doing. And in fact, all of those work together in the same direction. There may be moments where one constituency is getting a little more emphasis than some of the others. But I think without question, over time, a great and highly engaged workforce who are meeting the needs and exceeding the needs of our customers and doing so in sustainable ways that are supportive of the communities in which we live and work will produce the best long-term results for our shareholders. And so I actually see no conflict in pursuing a balanced agenda like this. And in fact, in my view, the best companies have always had this balanced agenda. So I appreciate the question, and I appreciate the greater emphasis which is put on this balanced perspective in the business community today. I think it's appropriate, and it's something we take very seriously at Verisk.

Great. Thank you, Scott. There are no further questions. So back over to you.

Okay. Well, thank you very much. Given that there are no further questions, I'd like to thank everybody who joined us today for being with us. Thank you for your support and your interest in the company. So this brings our session to a close. Thank you and have a great day.