Verisk Analytics, Inc. (VRSK, Financial) has announced a series of amendments to its Restated Certificate of Incorporation, following approval by its shareholders at the 2025 Annual Meeting. These changes are designed to streamline the company's governance framework and enhance shareholder rights.
Key amendments include the elimination of the supermajority voting standard, replaced by a simple majority voting standard for amending Article SIXTH of the Certificate of Incorporation. This change affects the company's ability to regulate ownership by any Insurer Group, which is prohibited from owning more than 10% of Verisk's outstanding common stock.
Additionally, the company has replaced the default supermajority voting standard under Delaware General Corporate Law with a simple majority voting standard for approving certain business combinations with interested shareholders. This amendment is limited to non-interested shareholders, ensuring fairer decision-making processes.
Verisk has also introduced an Exculpation Amendment, which limits certain monetary liabilities of its officers, aligning with provisions permitted by Delaware law. Furthermore, shareholders holding 25% or more of the voting power can now request the Board of Directors to call a special meeting, enhancing shareholder engagement and influence.
These Charter Amendments, previously approved by the Board, reflect Verisk's commitment to modernizing its governance practices and aligning with shareholder interests. The Board has also approved updates to the company's Amended and Restated Bylaws to reflect these changes and incorporate routine updates.
In addition to these governance changes, Verisk's shareholders elected eleven nominees to the Board of Directors, approved executive compensation on an advisory basis, and ratified Deloitte & Touche LLP as the company's independent auditors for the year ending December 31, 2025.
These developments mark a significant step in Verisk's ongoing efforts to enhance corporate governance and shareholder value.
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