8-K
Hippo Holdings Inc. (HIPO)
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): June 6, 2022
Hippo Holdings Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-39711 | 32-0662604 |
|---|---|---|
| (State or other jurisdiction of<br> <br>incorporation or organization) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification Number) |
150 Forest Avenue
Palo Alto, California 94301
650 294-8463
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common stock, $0.0001 par value per share | HIPO | New York Stock Exchange |
| Warrants to purchase common stock | HIPO.WS | New York Stock Exchange |
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.
On June 3, 2022, the board of directors (the “Board”) of Hippo Holdings Inc. (the “Company”) appointed Richard McCathron as the Company’s Chief Executive Officer, to succeed Assaf Wand upon Mr. Wand’s appointment as the Company’s Executive Chairman of the Board, each effective as of June 6, 2022 (the “Effective Date”). Mr. McCathron has served as the Company’s President since 2017. Prior to joining the Company, Mr. McCathron held senior executive positions at various insurance companies including First Connect Insurance as its President and Chief Executive Officer from October 2012 to February 2017, Home Value Protection, Inc. as its Chief Revenue Officer from April 2011 to March 2012, Superior Access Insurance Services as its President and Chief Executive Officer from June 2007 to October 2010, and Mercury Insurance Group as its Regional Vice President from April 2004 to June 2007. Mr. McCathron is both a Chartered Property and Casualty Underwriter and a Certified Insurance Counselor and sits on the board of directors of Spinnaker Insurance Company and First Connect Insurance Services LLC. He is an advisor for several other insurtech companies and holds a B.S. in Finance from Oregon State University. The compensation of Mr. McCathron has not changed. In light of his role change, Mr. Wand’s annual salary was reduced from $600,000 to $250,000.
Item 7.01 - Regulation FD Disclosure
On June 6, 2022, the Company issued a press release announcing the appointment of Mr. McCathron as Chief Executive Officer, and the appointment of Mr. Wand as Executive Chairman of the Board. The full text of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference in this Item 7.01.
The information in this Item 7.01 of this Form 8-K and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Exhibit Title or Description |
|---|---|
| 99.1 | Press Release dated June 6, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: June 6, 2022
| HIPPO HOLDINGS, INC. | |
|---|---|
| By: | /s/ STEWART ELLIS |
| Stewart Ellis | |
| Chief Financial Officer |
EX-99.1
Exhibit 99.1
Hippo Appoints Richard McCathron as Chief Executive Officer
Founder Assaf Wand to Serve as Executive Chairman
PALO ALTO, Calif.—(BUSINESS WIRE)— Hippo (NYSE: HIPO), the home insurance group focused on proactive home protection, today appointed Richard McCathron as Chief Executive Officer. McCathron has served on Hippo’s board of directors and as the company’s President since February 2017. Assaf Wand, Founder and prior CEO, has become Executive Chairman of the Board to focus on long-term strategic initiatives.
“Rick has been my partner every step of the way, from the creation of Hippo’s strategic vision, to growing our strong stable of partnerships, to driving the company forward every day,” said Wand. “In this next phase of Hippo’s growth, it’s a natural progression for Rick to step into the CEO role so I can focus on longer term strategic initiatives. Rick’s extensive insurance expertise, combined with his proven ability to drive growth, set him up perfectly to lead Hippo into the future.”
“I want to thank the Board for their confidence in my leadership and Assaf for his ongoing support,” said McCathron. “I am honored and energized to work with our talented teams and partners to make Hippo’s proactive approach to home protection a transformational force in the insurance industry.”
Before joining Hippo’s executive team and board, McCathron held senior executive positions at multiple insurance companies including First Connect Insurance as its President & Chief Executive Officer from 2012 to 2017, Superior Access Insurance as its President & Chief Executive Officer from 2007 to 2010 and Mercury Insurance Group as its Regional Vice President from 2004 to 2007.
In his role as President of Hippo, McCathron was responsible for all day-to-day operations of the company, enabling him to develop a deep understanding of Hippo’s customers, partners, and unique technology capabilities.
About Hippo
Hippo Insurance Services offers a different kind of home insurance, built from the ground up to provide a new standard of care and protection for homeowners. Our goal is to make homes safer and better protected so customers spend less time worrying about the burdens of homeownership and more time enjoying their homes and the life within. Harnessing real-time data, smart home technology, and a growing suite of home services, we are creating the first integrated home protection platform. Hippo is headquartered in Palo Alto, California with offices in Austin, Dallas, Oakland and New Jersey, and insurance products available to more than 88 percent of U.S. homeowners in 38 states. Hippo Insurance Services is a licensed property casualty insurance agent with products underwritten by various insurance companies. For more information, including licensing information, visit http://www.hippo.com. ****
Forward-looking statement safe harbor
Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial results and other operating and performance metrics, our business strategy, the quality of our products and services, and the potential growth of our business. These statements are based on the current expectations of Hippo’s management and are not predictions of actual performance. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, and many actual events and circumstances are beyond the control of Hippo. These forward-looking statements are subject to a number of risks and uncertainties, including our ability to achieve or maintain profitability in the future; our ability to retain and expand our customer base and grow our business, including our builder network; our ability to manage growth effectively; risks relating to Hippo’s brand and brand reputation; denial of claims or our failure to accurately and timely pay claims; the effects of intense competition in the segments of the insurance industry in which we operate; the availability and adequacy of reinsurance, including at current coverage, limits or pricing; our ability to underwrite risks accurately and charge competitive yet profitable rates to our customers, and the sufficiency of the analytical models we use to assess and predict exposure to catastrophe losses; risks related to our proprietary technology and our digital platform; outages or interruptions or delays in services provided by our third party providers, including our data vendor; risks related to our intellectual property; the seasonal and cyclical nature of our business; the effects of severe weather events and other natural or man-made catastrophes, including the effects of climate change, global pandemics, and terrorism; continued disruptions from the COVID-19 pandemic; any overall decline in economic activity; and the effects of existing or new legal or regulatory requirements on our business, including with respect to maintenance of risk-based capital and financial strength ratings, data privacy and cybersecurity, and the insurance industry generally. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Hippo does not presently know, or that Hippo currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Hippo’s expectations, plans, or forecasts of future events and views as of the date of this press release. Hippo anticipates that subsequent events and developments will cause Hippo’s assessments to change. However, while Hippo may elect to update these forward-looking statements at some point in the future, Hippo specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Hippo’s assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.