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): August 17, 2016
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) 469-2000
(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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 18, 2016, Verisk Analytics, Inc. (the “Company”) announced the election of Annell Bay and Kathleen Hogenson to its Board of Directors effective as of August 17, 2016. As a result of the additions of Ms. Bay and Ms. Hogenson, the size of the Company’s Board of Directors has increased from twelve to fourteen members. Ms. Bay will serve in the class of directors continuing until 2017 and such class will now consist of five members. Ms. Hogenson will serve in the class of directors continuing until 2018 and such class will now consist of five members.
There is no arrangement or understanding between Ms. Bay and any other person pursuant to which she was appointed to the Board. The Board is in the process of determining which committees Ms. Bay shall serve upon, if any. Ms. Bay 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. Bay 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 Stockholders and Proxy Statement filed with the U.S. Securities and Exchange Commission on April 1, 2016 (the “Proxy Statement”).
There is no arrangement or understanding between Ms. Hogenson and any other person pursuant to which she was appointed to the Board. The Board is in the process of determining which committees Ms. Hogenson shall serve upon, if any. Ms. Hogenson 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. Hogenson will participate in the Company’s existing Director Compensation Plan, the terms of which are described in the Company’s Proxy Statement.
A copy of the press release announcing the election of Ms. Bay and Ms. Hogenson 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 August 18, 2016 announcing the election of Annell Bay and Kathleen Hogenson to the Board of Directors |
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: August 18, 2016 | By: | /s/ Kenneth E. Thompson | ||||
|
| ||||||
| Name: | Kenneth E. Thompson | |||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||
Exhibit 99.1
Verisk Analytics, Inc., Elects Annell R. Bay and Kathleen Hogenson to Its Board of Directors
JERSEY CITY, N.J., August 18, 2016 — Verisk Analytics (Nasdaq:VRSK) announces the addition of Annell R. Bay and Kathleen Hogenson to its Board of Directors. Both Ms. Bay and Ms. Hogenson bring global operational experience and service on public company boards to Verisk’s governance.
“We’re pleased to welcome two well-respected global business leaders to our Board,” said Verisk Chairman, President, and Chief Executive Officer Scott G. Stephenson. “Kathy and Annell have a broad knowledge of the global oil and gas industry. Even more, they understand global operations and bring great experience from previous and current service on other public company boards.”
Annell Bay has more than 35 years of experience in the oil and gas industries. Before her retirement in 2014, Ms. Bay was vice president of global exploration for Marathon Oil Corporation. She was previously vice president of Americas exploration for Shell Exploration and Production Company. Ms. Bay has extensive experience in exploration of conventional and unconventional oil and gas reservoirs and in portfolio risk management and exploration projects.
In 2014, Ms. Bay was appointed an independent director to the board of Apache Corporation in Houston, Texas, where she serves on the corporate governance and nominating committee and on the management development and compensation committee. In 2015, she joined the board of Hunting PLC in London, United Kingdom, where she serves on the audit, remuneration, and nominating committees.
Kathleen Hogenson is president and chief executive officer of Zone Oil & Gas, LLC. Before that, she was president and chief executive officer of Zone Energy, LLC, a company she founded and sold in 2015.
Previously, Ms. Hogenson was president of Santos USA Corporation and vice president of exploration and production technology for Unocal Corporation. At Unocal, she was named the company’s global chief reservoir engineer, overseeing engineers and engineering work products at various locations.
Ms. Hogenson serves on the board of Petrofac Limited and has also served on the boards of Samsung Oil & Gas USA, Parallel Petroleum, and the Australian American Chamber of Commerce. She is a former treasurer of the Society of Petroleum Engineers.
About Verisk Analytics Verisk Analytics (Nasdaq:VRSK) is a leading data analytics provider serving customers in insurance, natural resources, and financial services. Using advanced technologies to collect and analyze billions of records, Verisk Analytics draws on unique data assets and deep domain expertise to provide first-to-market innovations that are integrated into customer workflows. Verisk offers predictive analytics and decision support solutions to customers in rating, underwriting, claims, catastrophe and weather risk, global risk analytics, natural resources intelligence, economic forecasting, and many other fields. Around the world, Verisk Analytics helps customers protect people, property, and financial assets.
Headquartered in Jersey City, N.J., Verisk Analytics operates in 23 countries and is a member of Standard & Poor’s S&P 500® Index. In 2015, Forbes magazine named Verisk Analytics to its World’s Most Innovative Companies list and, in 2016, to its America’s Best Large Employers list. Verisk is one of only 15 companies in the United States to appear on both lists. For more information, please visit www.verisk.com.
Contact:
Investor Relations
David Cohen
Director, Investor Relations and Strategic Finance
Verisk Analytics, Inc.
201-469-2174
david.e.cohen@verisk.com
Media
Rich Tauberman
MWW Group (for Verisk Analytics)
202-600-4546
rtauberman@mww.com