Verisk shareholders approve charter amendments eliminating supermajority votes, adding officer exculpation

Verisk Analytics, Inc.

Insurer Group supermajority amendment approved (117.2M for, 0.5M against); replaced with simple majority.
Business combination amendment approved (117.2M for); removes default DGCL supermajority for interested shareholder deals.
Exculpation amendment approved (103.8M for); limits officer monetary liability under DGCL.
Special meeting amendment approved (109.6M for); grants shareholders with 25%+ voting power right to call special meeting.
Shareholder proposal for 10%-threshold special meeting rejected (51.3M for, 66.4M against).

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Verisk Analytics, Inc.: Amended the Amended and Restated Bylaws to make conforming changes related to the Special Meeting Amendment and other routine updates (effective 2025-05-20).

Change: bylaw amendment
Effective: 2025-05-20

Exact text from the filing

Additionally, on May 20, 2025 the Board approved amendments to the Amended and Restated Bylaws of the Company (the “Bylaws”) reflecting (i) conforming, clarifying and updating changes to the Bylaws related to the Special Meeting Amendment, and (ii) certain other routine and non-substantive updates and revisions.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Verisk Analytics, Inc.: Amended the Restated Certificate of Incorporation to eliminate the supermajority voting standard for amending Article SIXTH, replace default supermajority voting standard for business combinations, limit officer monetary liability, and grant shareholders owning 25% or more voting power the ability t (effective 2025-05-20).

Change: charter amendment
Effective: 2025-05-20

Exact text from the filing

On May 20, 2025, Verisk Analytics, Inc. (the “Company”) amended its Restated Certificate of Incorporation (the “Certificate of Incorporation”) to (i) eliminate the supermajority voting standard, and replace it with a simple majority voting standard, with respect to the ability of the Company to amend Article SIXTH of the Certificate of Incorporation prohibiting any Insurer Group (as defined therein) from owing more than 10% of the Company’s outstanding Common Stock (the “Insurer Group Supermajority Amendment”); (ii) eliminate the default supermajority voting standard set forth in the Delaware General Corporate Law (the “DGCL”), and replace it with a simple majority voting standard (limited to non-interested shareholders), with respect to the Company’s ability to approve certain business combinations between the Company and interested shareholders (the “Business Combination Amendment”); (iii) limit certain monetary liability of officers of the Company as permitted by the DGCL (the “Excu

View on SEC.gov

Browse all governance changes →

Verisk Analytics, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-25-127567

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.