UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2019
VERISK ANALYTICS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | | 001-34480 | | 26-2994223 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
545 Washington Boulevard, Jersey City, NJ | | 07310 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (201) 469-3000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange where registered |
Common Stock $.001 par value | | VRSK | | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On November 19, 2019, Verisk Analytics, Inc. (the “Company”) announced the election of Laura K. Ipsen to its Board of Directors effective as of January 1, 2020. As a result of the addition of Ms. Ipsen, the size of the Company’s Board of Directors will increase from eleven to twelve members. Ms. Ipsen’s election will fill the vacancy in the class of directors continuing until 2022 and will bring the number of directors in each of the Company’s three classes of directors to four directors each.
There is no arrangement or understanding between Ms. Ipsen and any other person pursuant to which she was appointed to the Board. The Board is in the process of determining which committees Ms. Ipsen shall serve, and it is currently expected that Ms. Ipsen will be appointed to the Audit Committee at the Board’s next quarterly meeting in February 2020. Ms. Ipsen is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. As a non-employee director, Ms. Ipsen will participate in the Company’s existing Director Compensation Plan, the terms of which are described in the Company’s Notice of Annual Meeting of Shareholders and Proxy Statement filed with the U.S. Securities and Exchange Commission on April 1, 2019 (the “Proxy Statement”).
On November 13, 2019, Frank J. Coyne gave notice of his pending retirement from the Company’s Board of Directors, to be effective as of the date of the Company’s 2020 Annual Meeting of Shareholders to be held on May 20, 2020.
A copy of the press release announcing the election of Ms. Ipsen to the Company’s Board of Directors is annexed as Exhibit 99.1. All information in the press release is furnished but not filed.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
| | VERISK ANALYTICS, INC. |
| | | | | |
Date: November 19, 2019 | | By: | | /s/ Kenneth E. Thompson |
| | Name: | | Kenneth E. Thompson |
| | Title: | | Executive Vice President,
General Counsel and Corporate Secretary |
