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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): September 25, 2020

 

 

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 September 29, 2020, Verisk Analytics, Inc. (the “Company”) announced the election of General Vincent K. Brooks, United States Army (Ret.), to its Board of Directors effective as of October 1, 2020. As a result of the addition of Mr. Brooks, the size of the Company’s Board of Directors will increase from eleven to twelve members. Mr. Brooks will join the class of directors continuing until 2023 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 Mr. Brooks and any other person pursuant to which he was appointed to the Board. The Board is in the process of determining which committees Mr. Brooks shall serve. Mr. Brooks 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, Mr. Brooks 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 3, 2020.

A copy of the press release announcing the election of Mr. Brooks 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.

 

Exhibit
No.

  

Description

99.1    Press Release dated September 29, 2020 announcing the election of Vincent K. Brooks to the Board of Directors of Verisk Analytics, Inc.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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: September 29, 2020     By:  

/s/ Kenneth E. Thompson

    Name:   Kenneth E. Thompson
    Title:  

Executive Vice President,

General Counsel and Corporate Secretary