8-K
Heritage Insurance Holdings, Inc. (HRTG)
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 7, 2023
HERITAGE INSURANCE HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-36462 | 45-5338504 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 1401 N. Westshore Blvd<br> <br>Tampa, Florida | 33607 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (727) 362-7202
Not Applicable
(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)) |
| --- | --- |
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, par value $0.0001 per share | HRTG | 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 5.07 | Submission of Matters to a Vote of Security Holders |
|---|
Heritage Insurance Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 7, 2023. The matters that were voted on at the Annual Meeting and the final voting results as to each such matter are set forth below.
Proposal No. 1: Election of Directors
The following nominees were elected to the Board of Directors to serve until the 2024 Annual Meeting, as follows:
| FOR | WITHHELD | BROKER<br>NON-VOTES | ||||
|---|---|---|---|---|---|---|
| Ernie Garateix | 12,299,715 | 269,563 | 6,790,855 | |||
| Richard Widdicombe | 12,238,668 | 330,610 | 6,790,855 | |||
| Panagiotis (Pete) Apostolou | 11,198,292 | 1,370,986 | 6,790,855 | |||
| Irini Barlas | 11,533,132 | 1,036,146 | 6,790,855 | |||
| Mark Berset | 12,200,189 | 369,089 | 6,790,855 | |||
| Nicholas Pappas | 9,391,543 | 3,177,735 | 6,790,855 | |||
| Joseph Vattamattam | 11,564,332 | 1,004,946 | 6,790,855 | |||
| Vijay Walvekar | 10,583,021 | 1,986,257 | 6,790,855 | |||
| Paul L. Whiting | 12,311,857 | 257,421 | 6,790,855 |
Proposal No. 2: Ratification of Appointment of Plante & Moran, PLLC to Serve as Independent Registered Public Accounting Firm
The ratification of Plante & Moran, PLLC to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved as follows:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 19,032,982 | 81,732 | 245,419 |
Proposal No. 3: Approval of the 2023 Omnibus Incentive Plan.
The results of the vote to approve the 2023 Omnibus Incentive Plan was as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 11,620,185 | 917,663 | 31,430 | 6,790,855 |
Proposal No. 4: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers
The results of the vote to approve, on an advisory basis, the compensation of the Company’s named executive officers was as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 9,824,172 | 1,967,360 | 777,746 | 6,790,855 |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HERITAGE INSURANCE HOLDINGS, INC. | ||
|---|---|---|
| Date: June 9, 2023 | By: | /s/ Kirk Lusk |
| Kirk Lusk<br> <br>Chief Financial Officer |