8-K 1 d891395d8k.htm 8-K 8-K
Heritage Insurance Holdings, Inc.
8-K on 06/26/2020   Download
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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 22, 2020

 

 

HERITAGE INSURANCE HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-36462   45-5338504

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2600 McCormick Drive, Suite 300

Clearwater, Florida

  33759
(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.  ☒

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   HRTG   New York Stock Exchange

 

 

 


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 22, 2020. 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 2021 Annual Meeting, as follows:

 

     FOR      WITHHELD     

BROKER
NON-

VOTES

 

Bruce Lucas

     17,564,404        1,150,771        7,303,402  

Richard Widdicombe

     17,373,848        1,341,327        7,303,402  

Panagiotis (Pete) Apostolou

     18,492,145        223,030        7,303,402  

Irini Barlas

     15,957,217        2,757,958        7,303,402  

Mark Berset

     15,445,256        3,269,919        7,303,402  

Steven Martindale

     17,363,863        1,351,312        7,303,402  

James Masiello

     14,836,210        3,878,965        7,303,402  

Nicholas Pappas

     15,435,787        3,279,388        7,303,402  

Joseph Vattamattam

     18,492,145        223,030        7,303,402  

Vijay Walvekar

     17,809,566        905,609        7,303,402  

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, 2020 was approved as follows:

 

FOR

 

AGAINST

 

ABSTAIN

25,813,654

  70,181   134,742

Proposal No. 3: 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

3,355,215

  13,850,699   1,509,261   7,303,402

Proposal No. 4: Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers

The results of the vote to approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers was as follows:

 

1 YEAR

 

2 YEARS

 

3 YEARS

 

ABSTAIN

 

BROKER

NON-VOTES

16,186,423

  11,216   2,032,685   484,851   7,303,402

Based upon the results of the advisory proposal on the frequency of future votes on executive compensation set forth in Proposal 4 above, and consistent with the stockholders’ recommendation, the Company’s Board of Directors has determined that future advisory votes on executive compensation will be submitted to stockholders on an annual basis until the next required vote on the frequency of such votes.


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 26, 2020     By:  

/s/ Bruce Lucas

     

Bruce Lucas

Chairman and Chief Executive Officer