🧾 What This Document Is

This is Verisk Analytics' definitive proxy statement (DEF 14A). Think of it as an instruction manual and information dump for shareholders ahead of the annual meeting. Its main jobs are to tell shareholders what will be voted on and to provide all the details they need to make informed decisions.

👉 In simple terms: This document explains who is running the company, how they are paid, and asks shareholders to approve key items. The big vote is happening on May 19, 2026.

🏢 What The Company Does

Verisk Analytics is a data analytics and technology partner for the global insurance industry. They provide trusted insights, risk assessment, and software that helps insurance companies make critical decisions.

👉 In simple terms: If an insurance company needs to figure out how risky a property is, fight fraud, or process claims efficiently, they likely use Verisk's data and tools. It's a mission-critical service built on proprietary data.

👥 The Big Vote: Board & Governance

Shareholders are being asked to elect 11 directors and approve other proposals. The board is undergoing refreshment.

• Director Changes: Kathleen Hogenson is leaving after 10 years. Pradip K. Patiath is nominated as a new independent director, bringing global insurance and fintech experience.
• Governance Upgrades: In 2025, shareholders approved important changes:
  • Simple Majority Vote: Removed the old "supermajority" requirement.
  • Special Meetings: Shareholders owning 25% can now call a special meeting.
  • Officer Liability: Limited certain liability for officers as permitted by law.
• Why It Matters: A refreshed board with new skills and updated governance rules shows the company is adapting. It makes the company more responsive and aligned with shareholder interests.

💰 Executive Compensation (The "Say-on-Pay" Vote)

A major item is the advisory vote on executive pay (Proposal 2). The document details how top executives are compensated, heavily linking pay to performance.

• CEO Pay: Lee Shavel's 2025 total compensation was $13,857,684. The majority is in performance-based equity (stock awards and incentives).
• Compensation Philosophy: Pay is designed to align with long-term shareholder returns. A significant portion is tied to metrics like Relative TSR (Total Shareholder Return) and ROIC (Return on Invested Capital).
• Why It Matters: This vote is your chance to voice approval or disapproval of how the company pays its leaders. The company highlights its strong governance practices, like a robust clawback policy and no hedging/pledging of stock.

⚖️ Shareholder Proposal: Right to Act by Written Consent

Proposal 4 is a shareholder proposal. It wants to give shareholders the right to make decisions by written consent (instead of only through a formal meeting).

• The Ask: Allow shareholders owning a majority of stock to act without a meeting by simply agreeing in writing.
• Board's Recommendation: AGAINST. The board believes this could bypass important discussion and deliberation processes and that existing mechanisms (like calling special meetings) are sufficient.
• Why It Matters: This is a debate about shareholder power vs. board oversight. It asks whether giving owners a faster, simpler way to act is worth the potential downsides of reduced dialogue.

📊 Key Financial & Operational Highlights (From the Letter)

The board's letter to shareholders summarizes Verisk's 2025 performance, painting a picture of stability and strategic execution.

• Performance: Delivered "resilient financial performance" and met commitments.
• Strategy: Focused on deepening client engagement, expanding margins through a high recurring revenue model, and disciplined capital allocation (dividends & buybacks).
• Innovation: Continued investing in proprietary data, analytics, and AI-enabled capabilities.
• Outlook: Entering 2026 as a "mission critical partner" in an increasingly complex risk environment.

🔮 What's Next

The immediate future is centered on the Annual Meeting on May 19, 2026. Long-term, the company's direction is clear:

• Continue deepening its role within the insurance ecosystem.
• Invest in innovation, especially around AI and data analytics.
• Maintain its focus on disciplined financial management and returning capital to shareholders.
• The Board's Risk Committee is actively overseeing strategic approaches to AI and emerging technology risks.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths: Mission-critical data for a stable industry (insurance). High recurring revenue. Strong governance improvements. Board with deep industry expertise. Consistent financial execution.
• ⚠️ Risks: Reliance on the insurance industry's health. Execution risk on innovation/AI investments. Potential pushback on executive compensation (though the board recommends a "FOR" vote). The outcome of the shareholder proposal on written consent.

🧠 The Analogy

Verisk is like the essential utility company for the insurance industry. Insurers can't operate their core business without the data and analytical "power" Verisk provides. This filing is like the utility's annual report to its owners (shareholders), showing how well it's maintaining the grid (governance), what it's investing in for the future (AI/innovation), and asking them to approve the rates (executive pay).

🧩 Final Takeaway

Verisk's 2026 proxy statement shows a company with a strong, stable core business focused on serving insurance clients. It is actively modernizing its governance and refreshing its board while asking shareholders to endorse its leadership and compensation philosophy. The key votes will determine the board's composition and signal shareholder sentiment on pay and power.