8-K

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

February 23, 2023

Date of Report (date of earliest event reported)

HAGERTY, INC.

(Exact name of registrant as specified in its charter)

121 Drivers Edge

Traverse City, Michigan 49684

(Address of principal executive offices and zip code)

(800) 922-4050

Registrant's telephone number, including area code

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 (see General Instruction A.2. below):

☐ 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:

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.

Hagerty, Inc. ("Hagerty" or the “Company”) announced today that Randall Harbert, who recently retired as State Farm’s Chief Agency, Sales and Marketing Officer and currently serves as senior advisor, has been appointed to assume a seat on the Company’s Board of Directors (the “Board”) from Michael L Tipsord, State Farm’s Chairman, President and CEO. The transition will be effective March 1, 2023 and is made pursuant to the Investor Rights Agreement, dated August 17, 2021, under which State Farm has the right to designate a director to the Company’s Board subject to maintaining specified stock ownership requirements.

In connection with Mr. Tipsord's transition, the Board unanimously approved the accelerated vesting of approximately 8,341 of Mr. Tipsord's unvested restricted stock units to March 1, 2023, that were otherwise scheduled to vest on April 1, 2023.

Mr. Harbert will serve as a member of the Board’s Audit Committee effective March 15, 2023. As compensation for his service on the Board, Mr. Harbert will receive the Company’s standard compensation for non-employee directors. Other than as disclosed above, there are no transactions in which Mr. Harbert has an interest requiring disclosure under Item 404(a) of Regulation S-K.

ITEM 7.01    Regulation FD Disclosure.

A copy of the Company’s press release announcing the departure of Mr. Tipsord and the election of Mr. Harbert is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

The information furnished in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

ITEM 9.01     Financial Statements and Exhibits

(d) Exhibits

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.

Document

FOR IMMEDIATE RELEASE

Hagerty Names Randall Harbert to Hagerty’s Board of Directors

State Farm Veteran Succeeds Michael Tipsord as State Farm Designee

TRAVERSE CITY, Mich., March 1, 2023 - Hagerty, Inc., (NYSE: HGTY) an automotive lifestyle brand and a leading specialty insurance provider, announced today that Randall (“Rand”) Harbert, former Chief Agency, Sales and Marketing Officer of State Farm Mutual Automobile Insurance Company (“State Farm®”), will join Hagerty’s Board of Directors, succeeding Michael Tipsord, State Farm Chairman, President and Chief Executive Officer, as the State Farm investor designee on Hagerty’s Board. The transition will be effective as of March 1, 2023. Harbert has held various positions at State Farm over the last 31 years and was intimately involved in building the strategic relationship between State Farm and Hagerty over the last three years.

“I am excited to join Hagerty’s Board as the company seeks to unlock significant growth potential over the coming decade, including through the anticipated launch of the State Farm Classic+ TM program later this year,” said Harbert.

“It has been a pleasure to serve on Hagerty’s Board during its first year as a public company. The company’s strong top-line momentum reflects the strength of Hagerty’s member-focused business model and excellent value proposition,” added Tipsord. “Rand’s deep experience and expertise make him a great addition to Hagerty’s Board and reflect State Farm’s continued commitment to our investment in Hagerty.”

“We appreciate Mr. Tipsord’s many contributions to the Hagerty Board and look forward to his continued involvement in the launch of our strategic relationship. We’re excited to have Rand join our Board and look forward to working closely with him over the coming years,” said McKeel Hagerty, Hagerty Chief Executive Officer.

About Hagerty, Inc. (NYSE: HGTY)

Based in Traverse City, Michigan, Hagerty’s purpose is to save driving and car culture for future generations and its mission is to build a global business to fund that purpose. Hagerty is an automotive enthusiast brand offering integrated membership products and programs as well as a specialty insurance provider focused on the global automotive enthusiast market. Hagerty is home to Hagerty Marketplace, Hagerty Drivers Club®, Hagerty Drivers Club magazine, Hagerty Drivers Foundation, Hagerty DriveShare™, Hagerty Valuation Tools®, Hagerty Media, MotorsportReg, Hagerty Garage + Social®, The Amelia, the Detroit Concours d’Elegance, the Greenwich Concours d’Elegance, the California Mille, Motorlux, RADwood, Broad Arrow Group and more. For more information on Hagerty please visit www.hagerty.com, or connect with us on Facebook, Instagram and Twitter.

More information can be found at newsroom.hagerty.com.

Contact: Jay Koval, investor@hagerty.com

Hagerty Media Contact: Andrew Heller, aheller@hagerty.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect our current intentions, expectations, or beliefs regarding the business. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties that are difficult to predict and may be outside of our control. Some of the factors that may cause our actual results to differ materially from those contemplated by our forward-looking statements include: (i) our ability to recognize the anticipated benefits of the subject of this press release; (ii) our ability to compete effectively within our industry and attract and retain members; and (iii) the other risks and uncertainties listed in our Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 24, 2022. This press release should be read in conjunction with the information included in our other press releases, reports, and other filings with the SEC. Understanding the information contained in those filings is important in order to fully understand our reported financial results and our business outlook for future periods. We do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.