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, 2018
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) |
(I.R.S. Employer Identification No.) |
| Heritage Insurance Holdings, Inc. 2600 McCormick Drive, Suite 300 Clearwater, Florida |
33759 | |
| (Address of principal executive offices) | (Zip Code) |
(727) 362-7202
(Registrant’s telephone number, including area code)
N/A
(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)) |
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 22, 2018. 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 (the “Board”) for a one-year term expiring at the Company’s 2019 Annual Meeting, as follows:
| FOR |
WITHHELD |
BROKER NON-VOTES |
||||||||||
| Bruce Lucas |
15,726,867 | 456,118 | 7,776,544 | |||||||||
| Richard Widdicombe |
15,882,366 | 300,619 | 7,776,544 | |||||||||
| Panagiotis (Pete) Apostolou |
15,464,922 | 718,063 | 7,776,544 | |||||||||
| Irini Barlas |
9,941,692 | 6,241,293 | 7,776,544 | |||||||||
| Trifon Houvardas |
15,868,910 | 314,075 | 7,776,544 | |||||||||
| Steven Martindale |
14,246,689 | 1,936,296 | 7,776,544 | |||||||||
| James Masiello |
9,807,087 | 6,375,898 | 7,776,544 | |||||||||
| Nicholas Pappas |
9,840,309 | 6,342,676 | 7,776,544 | |||||||||
| Joseph Vattamattam |
15,905,558 | 277,427 | 7,776,544 | |||||||||
| Vijay Walvekar |
15,802,577 | 380,408 | 7,776,544 | |||||||||
Proposal No. 2: Ratification of Appointment of Grant Thornton LLP to Serve as Independent Registered Public Accounting Firm for the Company for the Fiscal Year Ending December 31, 2018
The ratification of Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was approved as follows:
| FOR |
AGAINST |
ABSTAIN | ||
| 20,470,244 | 2,113,325 | 1,375,960 |
As previously disclosed in the Company’s Current Report on Form 8-K, dated June 19, 2018, notwithstanding the ratification of Grant Thornton LLP at the Annual Meeting, on June 14, 2018, the Audit Committee of the Board approved the engagement of Plante & Moran, PLLC as its new independent registered public accounting firm for the fiscal year ending December 31, 2018, and related interim periods.
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.
| HERITAGE INSURANCE HOLDINGS, INC. | ||||||
| Dated: June 25, 2018 |
By: |
/s/ Bruce Lucas | ||||
| Name: |
Bruce Lucas | |||||
| Title: |
Chairman and Chief Executive Officer | |||||