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
June 13, 2018
Date of report (Date of earliest event reported)
Universal Insurance Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33251 | 65-0231984 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission file number) | (IRS Employer Identification No.) |
1110 W. Commercial Blvd., Fort Lauderdale, Florida 33309
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (954) 958-1200
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 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 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. |
The Company’s shareholders voted on three proposals at the Company’s annual shareholder meeting. The final voting results are provided below.
Proposal No. 1: Election of Directors. The following individuals were elected to the Company’s Board by the holders of the Company’s common stock and Series A Preferred Stock, voting together as one class:
| Name |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| Scott P. Callahan |
26,106,368 | 1,448,602 | 31,444 | 5,242,702 | ||||||||||||
| Kimberly D. Cooper |
26,432,766 | 1,123,082 | 30,566 | 5,242,702 | ||||||||||||
| Sean P. Downes |
26,937,019 | 617,950 | 31,445 | 5,242,702 | ||||||||||||
| Darryl L. Lewis |
26,968,488 | 586,482 | 31,444 | 5,242,702 | ||||||||||||
| Ralph J. Palmieri |
26,961,399 | 593,520 | 31,495 | 5,242,702 | ||||||||||||
| Richard D. Peterson |
22,494,554 | 5,060,365 | 31,495 | 5,242,702 | ||||||||||||
| Michael A. Pietrangelo |
21,708,781 | 5,845,938 | 31,695 | 5,242,702 | ||||||||||||
| Ozzie A. Schindler |
27,163,750 | 390,976 | 31,688 | 5,242,702 | ||||||||||||
| Jon W. Springer |
26,920,978 | 633,742 | 31,694 | 5,242,702 | ||||||||||||
| Joel M. Wilentz, M.D. |
22,436,331 | 5,118,642 | 31,441 | 5,242,702 | ||||||||||||
Proposal No. 2: The shareholders did not approve, on an advisory basis, the compensation paid to the Company’s named executive officers during the year ended December 31, 2017.
| For: |
11,526,787 | |||||
| Against: |
15,834,461 | |||||
| Abstain: |
225,166 | |||||
| Broker Non-Votes: |
5,242,702 |
Proposal No. 3: The shareholders voted to ratify the appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
| For: |
32,091,555 | |||||
| Against: |
431,442 | |||||
| Abstain: |
306,119 |
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 15, 2018 | UNIVERSAL INSURANCE HOLDINGS, INC. | |||||||
| /s/ Sean P. Downes | ||||||||
| Sean P. Downes Chief Executive Officer | ||||||||