Verisk Analytics, Inc. | Right To Act By Written Consent at Verisk Analytics, Inc.

Status
Filed
Previous AGM date
Resolution details
Company ticker
VRSK:US
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any unnecessary restriction based on length of stock ownership or the method by which shareholders hold their shares). This includes shareholder ability to initiate any appropriate topic for written consent.
Supporting statement
Verisk Analytics (VRSK) shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for VRSK shareholders to call for a special shareholder meeting. Shareholders acting by written consent and calling for a special shareholder meeting are 2 means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call for a special shareholder meeting ? yet VRSK made the threshold 25% of shareholders based on all shares outstanding. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when VRSK underperforms. The following challenging 2025 news reports on VRSK make it more important to adopt this proposal without delay: In its third-quarter 2025 earnings report, VRSK trimmed its full-year 2025 revenue outlook to a range of $3.05 billion to $3.08 billion, below analyst expectations. This announcement led to its stock falling as much as 15% on the day of the news. In its Q3 2025 earnings report, VRSK missed Wall Street's revenue estimates and subsequently cut its full-year 2025 revenue forecast. VRSK revised its total revenue forecast downward from its previous range due to various challenges. Following the announcement of the lowered guidance, VRSK?s shares experienced significant pressure, dropping as much as 15% in a single day and nearly 20% over the quarter. A primary reason cited for the revenue shortfall was an "exceptionally low level of severe weather" and no major U.S. hurricane landfalls through September 2025. This reduced demand for the company's property claims estimating tools, as fewer natural disasters resulted in fewer insurance claims being filed. VRSK faced delays in the U.S. Federal Trade Commission (FTC) approval process for its acquisition of AccuLynx, which impacted its 2025 guidance projections. VRSK?s Personal Lines Auto business also experienced increased competitive pressures, contributing to a decline in transactional revenue. The mixed results and lowered guidance prompted several analysts to cut their price targets and earnings estimates for VRSK, contributing to a consensus "Hold" rating among many on Wall Street.

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